Common use of Conversion of Company Securities Clause in Contracts

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be converted into the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 0.01 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 0.01 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than any Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 2.975 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company StockholdersConversion Ratio”) in connection with the Merger). The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each stockholder of record of the Company Stockholder immediately prior to the Effective Time (each, a “Company Stockholder”) entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than any Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 22,700,649 shares of Parent Common Stock (including Indemnification Escrow Shares (as defined below) and Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.71.5(b), shall be issuable to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) Notwithstanding the foregoing, as of the Closing Date, the Company Stockholders shall be entitled to receive immediately only 98% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”), pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing; and the remaining 2% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a), rounded up or down to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the Indemnification Escrow Agreement and shall be held and released in accordance with the terms of the Indemnification Escrow Agreement. (c) The Parent shall deliver certificates for the Merger Initial Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (cd) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock(i) Class A Common Stock, par value $0.001 0.0001 per share, of the Company (the “Company Class A Common Stock”) and of each series of preferred stock(ii) Class B Common Stock, par value $0.001 0.0001 per share, of the Company (the “Company Preferred Class B Common Stock” and, together with the Company Class A Common Stock, the “Company Stock”) ), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each Shares, as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series set forth on Schedule 1.5(a) hereto (such that the “Applicable Conversion Ratio”). post-Merger capitalization structure shall be as set forth in Exhibit A. An aggregate of 6,499,268 5,833,333 shares of Parent Common Stock (including Dissenting Shares)Stock, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company (including Dissenting Shares) outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger). The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.”” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) The After the Effective Time, the Parent shall deliver certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agentagent for the Parent Common Stock. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent for the Parent Common Stock may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined belowto be canceled in accordance with Section 3.1(a)), ) shall automatically be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of 0.3822 shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Exchange Ratio”). An aggregate ) of 6,499,268 shares of common stock, par value $0.001 per share (the “Parent Common Stock (including Dissenting SharesStock”), of Parent, subject to adjustment as necessary due to rounding as set forth provided in Section 1.7, shall be issuable to 3.3 (the stockholders “Parent Merger Consideration”). Each share of record of the Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Company StockholdersParent Limited Voting Stock”) in connection with the Merger. The shares ), of Parent Common Stock into which equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock are converted pursuant and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to exist, and each Company Stockholder entitled thereto who shall have presented holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If have any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit rights with respect to such Company Common Stock Certificate. (c) Each issued and outstanding share of or Company Limited Voting Stock held by Unaccredited Investors (other than Dissenting Shares) shall be converted into the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Parent Merger Consideration or LVS Merger Consideration”, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver Notwithstanding anything herein to the Company and contrary, the issuance of the Parent prior Merger Consideration or the LVS Merger Consideration shall be subject to the Closing Date an investor questionnaire reasonably acceptable to restrictions on ownership and transfer set forth in the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Charter.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each Subject to Section 1.6 and Section 1.8, at the Effective Time, each (i) share of common stock, par value $0.001 per share, stock of the Company (the “Company Common StockShares”), (ii) and of each series of Series A preferred stock, par value $0.001 per share, stock of the Company (the “Company Series A Preferred StockShares”), (iii) Series A-1 preferred stock of the Company (the “Company Series A-1 Preferred Shares”), and (iv) Series B preferred stock of the Company (the “Company Series B Preferred Shares,” and, together with the Company Common StockSeries A Preferred Shares and the Company Series A-1 Preferred Shares, the “Company StockPreferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable number of Company Shares multiplied by the “Conversion Ratio” specified with respect to such class or series set forth on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares)hereto, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable rounded down to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Mergernearest whole share. The shares of Parent Common Stock into which the shares of Company Common Stock Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.”” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) The After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) and cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock Shares to be converted into Merger Shares pursuant to this Section 1.5 or cash pursuant to Section 1.8, as applicable (the “Company Stock Shares Certificates”) to the Parent’s transfer agent). If any Company Stock Shares Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Shares Certificate to provide an appropriate affidavit with respect to such Company Stock CertificateShares Certificate (without the requirement to post a bond). (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, $0.01 par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company StockShares”) issued and outstanding outstanding, on a fully-diluted basis, immediately prior to the Effective Time (other than Company Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), ) shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of common stock, par value $0.001 per share, of the Parent (“Parent Common Stock Stock”) as is equal to the applicable “Common Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto Ratio (the “Applicable Conversion Ratio”as defined below). An aggregate of 6,499,268 18,100,000 shares of Parent Common Stock (including Dissenting Shares), subject and warrants to adjustment as necessary due to rounding as set forth in Section 1.7, purchase 7,100,000 shares of Parent Common Stock shall be issuable issued to the stockholders of record security holders of the Company in connection with the Merger (after giving effect to the Stock Split). (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 25,200,000 shares of Parent Common Stock by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a fully diluted basis after giving pro forma effect to the exercise of all outstanding common stock purchase warrants (“Warrants”), the exercise of all outstanding options to purchase Company Shares (“Company StockholdersOptions”) in connection with and the Mergerconversion or exercise of all other rights to acquire Company Shares. The parties agree that the Common Conversion Ratio shall be one (1) share of Parent Common Stock for every one Company Share. The Company Stockholders shall be entitled to receive immediately 95% of the shares of Parent Common Stock into which the shares of their Company Common Stock are Shares were converted pursuant to this Section 1.5 (the “Initial Shares”) pro rata in accordance with their respective holdings of Company Shares immediately prior to the Closing; the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement and, if and as released from escrow, will be distributed to the Company Stockholders pro rata according to their holdings of the Initial Shares as of the Closing. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each Subject to Section 1.6, at the Effective Time, each share of (i) common stock, par value $0.001 per share, stock of the Company (the “Company Common StockShares”), (ii) and of each series of preferred stock, par value $0.001 per share, Series Seed-1 Preferred Stock of the Company (the “Company Series Seed-1 Preferred StockShares”), and (iii) Series Seed-2 Preferred Stock of the Company (the “Company Series Seed-2 Preferred Shares”), (iv) Series Seed-3 Preferred Stock of the Company (the “Company Series Seed-3 Preferred Shares”), and (v) Series Seed Preferred Stock of the Company (the “Company Series Seed Preferred Shares,” and, together with the Company Common StockSeries Seed-1 Preferred Shares, the Company Series Seed-2 Preferred Shares and the Company Series Seed-3 Preferred Shares, the “Company StockPreferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable number of Company Shares multiplied by the “Conversion Ratio” specified with respect to such for that class or series set forth on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares)hereto, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable rounded down to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Mergernearest whole share. The shares of Parent Common Stock into which the shares of Company Common Stock Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.”” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) The After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate1.5(a). (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. (a) Immediately prior to the Company Merger Effective Time, subject to the substantially concurrent occurrence of the Company Merger Effective Time, the Company shall consummate the Company Preferred Conversion and the Company Convertible Note Conversion. All of the shares of Company Preferred Stock and all of the Company Convertible Notes converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock or Company Convertible Notes shall thereafter cease to have any rights with respect to such Company Preferred Stock or Company Convertible notes, as applicable. (b) At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of any Party Pubco, Parent, the Company Merger Sub, the Company or the holder holders of any of the following securities: (ai) Each each share of common stock, par value $0.001 per share, Company Common Stock (including shares of Company Common Stock resulting from the Company (“Company Common Stock”) Preferred Conversion and of each series of preferred stock, par value $0.001 per share, of the Company (“Convertible Note Conversion and shares of Company Preferred Stock” and, together with the Company Common Restricted Stock, the “Company Stock”but excluding any Cancelled Shares or Dissenting Shares) that is issued and outstanding immediately prior to the Company Merger Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be cancelled and converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Pubco Common Stock as is equal to the applicable “Conversion Ratio” specified with respect Exchange Ratio (rounded to such class or series on Schedule 1.5(athe nearest whole number) hereto (which consideration shall hereinafter be referred to as the “Applicable Conversion RatioPer Share Company Merger Consideration”). An aggregate ; provided that each share of 6,499,268 shares of Parent Pubco Common Stock that is issued upon the conversion of Company Restricted Stock pursuant to this Section 3.01(b)(i) (including Dissenting Shares)“Pubco Restricted Stock”) shall continue to have, and be subject to adjustment as necessary due to rounding as set forth in Section 1.7to, shall be issuable to the stockholders same terms and conditions of record such share of the Company outstanding Restricted Stock immediately prior to the Company Merger Effective Time (the “Company Stockholders”) in connection with the MergerTime, including any vesting or forfeiture conditions. The shares of Parent Common Stock into which the shares Each share of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be converted into the right to receive a cash payment equal the Per Share Company Merger Consideration pursuant to $5.00 multiplied by the Applicable Conversation Ratio this Section 3.01(b)(i) will no longer be outstanding, will automatically be cancelled and retired and will cease to exist, and each holder of (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a A) any Certificate formerly representing any such shares of Company Stockholder who does not complete and deliver Common Stock or (B) any book-entry account which immediately prior to the Company and Parent prior Merger Effective Time represented shares of Company Common Stock will, subject to applicable Law in the Closing Date an investor questionnaire reasonably acceptable case of Dissenting Shares, cease to have any rights with respect thereto, except the right to receive the Per Share Company certifying that Merger Consideration for each such share of Company Stockholder is an “accredited investor” as such term is defined Common Stock in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”accordance with this Section 3.01(b)(i); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”.;

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each , each share of common stock, $0.01 par value $0.001 per share, of the Company (“Company the shares of Class A Common Stock”) Stock and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Class B Common Stock, Stock collectively referred to as the “Company StockShares”) issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), ) shall be converted into and represent the right to receive (subject to the provisions of Section 1.61.9) such number of shares of common stock, $0.001 par value per share, of the Parent (“Parent Common Stock”) as is set forth below: (a) Each share of the Class A Common Stock of the Company (“Company Class A Shares,” the holders of such Company Class A Shares hereinafter referred to as the “Company Class A Stockholders”) shall be converted into and represent the right to receive such number of shares of Parent Common Stock as is equal to the applicable “Common Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto Ratio (the “Applicable Conversion Ratio”as defined below). An aggregate of 6,499,268 26,000,000 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable issued to the stockholders Company Class A Stockholders in connection with the Merger. (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 26,000,000 shares of record Parent Common Stock by (ii) the total number of the outstanding Company outstanding Class A Shares immediately prior to the Effective Time on a diluted basis after giving effect to the exercise of all outstanding options (“Options”), warrants (“Warrants”) and other rights to acquire Company Class A Shares. Company Class A Stockholders of record as of the Closing Date (the “Company Indemnifying Stockholders”) in connection with shall be entitled to receive immediately 95% of the Merger. The shares of Parent Common Stock into which the shares of their Company Common Stock are Class A Shares were converted pursuant to this Section 1.5 (the “Initial Shares”); the remaining 5% of the shares of Parent Common Stock into which their Company Class A Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.” (bc) The Parent Each share of the Class B Common Stock of the Company (“Company Class B Shares,” the holders of such Company Class B Shares hereinafter referred to as the “Company Class B Stockholders”) shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant and represent the right to this Section 1.5 (the “Company receive one share of Parent Common Stock. An aggregate of up to 20,000,000 shares of Parent Common Stock Certificates”) shall be issued to the Parent’s transfer agent. If any holders of the Company Stock Certificate shall have been lost, stolen or destroyed, Class B Shares in connection with the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock CertificateMerger. (cd) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.001 per share, of the Acquisition Subsidiary shall be converted into the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete one validly issued, fully paid and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act nonassessable share of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation Common Stock.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 0.0001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 0.0001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than any Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 5,500,006 shares of Parent Common Stock (including Indemnification Escrow Shares (as defined below) and Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.71.5(b), shall be issuable to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) Notwithstanding the foregoing, as of the Closing Date, the Company Stockholders shall be entitled to receive immediately only 95% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”), pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing; and the remaining 5% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a), rounded up or down to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the Indemnification Shares Escrow Agreement and shall be held and released in accordance with the terms of the Indemnification Shares Escrow Agreement. (c) The Parent shall deliver certificates for the Merger Initial Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (cd) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any Company Stock owned beneficially by Parent or Acquisition Subsidiary and other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable Conversion Ratio. The “Conversion Ratio” specified with respect shall be determined as of the Closing and shall be equal to such class or series on Schedule 1.5(athe quotient resulting from dividing (x) hereto 68,000,000 by (y) the “Applicable Conversion Ratio”). An number of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time; provided that no more than an aggregate of 6,499,268 68,000,000 shares of Parent Common Stock (including Indemnification Escrow Shares (as defined below) and Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.71.5(b), shall be issuable to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) Stockholders in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Notwithstanding the foregoing, as of the Closing Date, the Company Stockholders shall be entitled to receive immediately only 95% of the shares of Parent Common Stock into which their shares of Company Common Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”), pro rata in accordance with their respective holdings of Company Common Stock immediately prior to the Closing; and the remaining 5% of the shares of Parent Common Stock into which their shares of Company Common Stock were converted pursuant to Section 1.5(a), rounded, with respect to the Merger Shares of each Company Stockholder, up or down to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the Indemnification Escrow Agreement and shall be held and released in accordance with the terms of the Indemnification Escrow Agreement. (c) Parent shall deliver stock certificates for the Merger Initial Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Common Stock to be converted convertible into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to Parent or the Surviving Corporation or Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (cd) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.001 per share, of Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right Surviving Corporation. (e) Parent shall cause to receive be included in the Registration Rights Agreement a cash payment equal total of 6,120,000 Merger Shares so as to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to entitle the Company and Parent Stockholders, on a pro rata basis in proportion to numbers of Company Common Stock held by each of them immediately prior to the Closing Date an investor questionnaire reasonably acceptable Effective Time, to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) have registered under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Merger Shares for resale thereunder.

Conversion of Company Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any Party the Company, Merger Sub, Buyer or the holder of any of the following securitiestheir respective stockholders: (ai) Each each issued and outstanding share of common stock, par value $0.001 0.01 per share, of Merger Sub shall be converted automatically into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Company; (ii) each issued and outstanding share of Common Stock or Preferred Stock that is owned by (i) the Company as treasury stock, (“Company Common Stock”ii) Buyer, (iii) Merger Sub, (iv) any other wholly-owned Subsidiary of Buyer or (v) any wholly-owned Subsidiary of the Company, shall be canceled and extinguished without any conversion thereof and no payment or distribution (including any Pro Rata Distributions) shall be made with respect thereto; (iii) except as otherwise provided in Section 3.1(a)(ii) and except with respect to Dissenting Shares, each share of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and Stock outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be cancelled and extinguished and converted automatically into and represent the right to receive receive, upon surrender of the corresponding Certificate or submission of an affidavit of loss in accordance with Section 3.5, (subject to the provisions of Section 1.6A) such number of shares of Parent Common Stock as is an amount in cash equal to the Estimated Per Common Share Closing Merger Consideration, and (B) when, as and if any of the following * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. become payable pursuant to the terms of this Agreement: (1) an amount in cash equal to the Per Share Adjustment Surplus Amount, which amount will be paid in accordance with Section 3.4; (2) if an Earn-Out Payment is made pursuant to Section 3.8, an amount in cash equal to the Per Share Earn-Out Amount associated with such Earn-Out Payment, which amount will be paid in accordance with Section 3.4; and (3) an amount in cash equal to the Per Share Escrow Fund Release Amount and/or the Per Share Representative Expense Fund Release Amount, as applicable, which each such amount will be paid in accordance with Section 3.4 and/or Section 3.9, as applicable, and each such payment made under this Section 3.1(a)(iii) without interest and subject to any applicable “Conversion Ratio” specified withholding Tax; (iv) except as otherwise provided in Section 3.1(a)(ii) and except with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders each share of record of the Company Preferred Stock outstanding immediately prior to the Effective Time (shall be cancelled and extinguished and converted automatically into the “Company Stockholders”) in connection right to receive, with the Merger. The shares respect to each share of Parent Common Stock into which the shares such share of Company Common Preferred Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that was convertible immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Time, upon surrender of the corresponding Certificate or submission of an affidavit of loss in accordance with Section 1.5 3.5, (A) the “Company Stock Certificates”) to Series A Per Share Liquidation Preference Amount or the Parent’s transfer agent. If any Company Stock Certificate shall have been lostSeries B Per Share Liquidation Preference Amount, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit applicable with respect to such Company Stock Certificate. share, (cB) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be converted into the right to receive a an amount in cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Estimated Per Common Share Closing Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete , and deliver (C) when, as and if any of the following become payable pursuant to the Company and Parent prior terms of this Agreement: (1) an amount in cash equal to the Closing Date Per Share Adjustment Surplus Amount, which amount will be paid in accordance with Section 3.4; (2) if an investor questionnaire reasonably acceptable Earn-Out Payment is made pursuant to Section 3.8, an amount in cash equal to the Company certifying that Per Share Earn-Out Amount associated with such Company Stockholder is Earn-Out Payment, which amount will be paid in accordance with Section 3.4; and (3) an “accredited investor” as such term is defined amount in Rule 501(a) under cash equal to the Securities Act of 1933Per Share Escrow Fund Release Amount and/or the Per Share Representative Expense Fund Release Amount, as amended (“Securities Act”); provided that the Company applicable, which each such amount will be paid in accordance with Section 3.4 and/or Section 3.9, as applicable, and Parent may mutually determine each such payment made under this Section 3.1(a)(iv) without interest and subject to any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”applicable withholding Tax.

Conversion of Company Securities. Prior to the Effective Time, each issued and outstanding share of the Series A Preferred Stock of the Company (the “Series A Preferred Stock”) shall convert, on a one-for-one basis, into shares of common stock of the Company (“Company Shares”), as provided in the Company’s articles of incorporation, as amended to date. At the Effective Time, by virtue of the GF Merger and without any action on the part of any Party or the holder of any of the following securities: (ai) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) Share issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Parent or the GF Acquisition Subsidiary and Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), ) shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of common stock, $0.001 par value per share, of the Parent (“Parent Common Stock Stock”) as is equal to the applicable “GF Common Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto Ratio (the “Applicable Conversion Ratio”as defined below). An aggregate of 6,499,268 4,500,000 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record the Company and the holders of warrants (“Warrants”) and options (“Options”) to acquire Company Shares, of which 3,615,302 shares shall be issued to Company Stockholders upon conversion of their Company Shares, as described above, and an aggregate of 884,698 shares shall be reserved for issuance upon the exercise of the Parent Options and New Warrants (defined below). Notwithstanding the foregoing, the number of shares of Parent Common Stock issuable to the Company Stockholders upon conversion of their Company Shares, and the number of shares reserved for issuance upon the exercise of Parent Options and New Warrants may be adjusted in accordance with Section 1.8(e). (ii) The “GF Common Conversion Ratio” shall be obtained by dividing (i) 4,500,000 shares of Parent Common Stock by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a fully diluted basis after giving effect to the exercise of all outstanding Options, Warrants and other rights to acquire Company Shares. Stockholders of record of the Company as of the Closing Date (the “Company GF Indemnifying Stockholders”) in connection with shall be entitled to receive immediately 95% of the Merger. The shares of Parent Common Stock into which the shares of their Company Common Stock are Shares were converted pursuant to this Section 1.5(a) (the “GF Initial Shares”); the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5(a), rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “GF Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement. The GF Initial Shares and the GF Escrow Shares shall together be referred to herein as the “GF Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be converted into the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and ), each share of each series of preferred stockSeries 2 Preferred Stock, par value $0.001 per share, of the Company (“Company Series 2 Preferred Stock” and”), together with and each share of Series 3 Preferred Stock, par value $0.001 per share, of the Company Common Stock, the (“Company Series 3 Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined below) and shares of Company Stock (as defined below) held by Unaccredited Investors (each as defined below)), shall cease to be an existing share of Company Stock and shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series set forth on Schedule 1.5(a) hereto such that the post-Merger capitalization structure of the Parent shall be as set forth in Exhibit A. Each share of Series 1 Preferred Stock, par value $0.001 per share, of the Company (the “Applicable Conversion RatioSeries 1 Preferred Stock” and together with the Series 2 Preferred Stock and the Series 3 Preferred Stock, the “Company Preferred Stock” and the Company Preferred Stock together with the Company Common Stock, the “Company Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares held by Unaccredited Investors) shall be treated as if each such share had been converted into a share of Company Common Stock immediately prior to the Effective Time in accordance with the Company’s certificate of incorporation. An aggregate of 6,499,268 a maximum number of 31,250,000 shares of Parent Common Stock (including Dissenting Shares)Stock, subject to (x) adjustment as necessary due to rounding as set forth in Section 1.71.7 and (y) Section 1.5(c), shall be issuable to in respect of the shares of Company Stock held by the stockholders of record of the Company outstanding (including Dissenting Shares, shares of Parent Common Stock issuable upon exercise of Parent Warrants (as defined below), and shares of Parent Common Stock issuable upon the conversation of the Convertible Note (as defined below)) as of immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger). The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.”” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) The After the Effective Time, the Parent’s transfer agent (the “Transfer Agent”) shall issue certificates (which, for all purposes in this Agreement, may be book-entry security entitlements representing shares of Parent shall deliver certificates for Common Stock) evidencing the Merger Shares to each Company Stockholder entitled thereto who shall have presented has surrendered a certificate that immediately prior to the Effective Time represented Company Stock to be converted into such Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent). If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent Transfer Agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each Notwithstanding anything to the contrary in this Agreement, each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall cease to be an existing share of Company Stock and shall be converted into the right to receive a cash payment equal to $5.00 4.00 multiplied by the Applicable applicable Conversation Ratio (the “Cash Merger Consideration”)set forth on Schedule 1.5(a) hereto. “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to no later than five (5) calendar days after the Closing Date an investor questionnaire reasonably acceptable to the Company and the Parent certifying that such Company Stockholder is an “accredited investor” or not a “U.S. Person” as such term is terms are defined in Rule 501(a) Regulation D and Regulation S, respectively, under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and the Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor.”.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of (i) common stock, par value $0.001 0.00001 per share, of the Company (which, for the avoidance of doubt, shall include each share of Company Restricted Stock (as defined below) and each share of Company Common Stock issued upon conversion of the then-outstanding principal and accrued interest under the Senior Secured Convertible Promissory Notes (collectively, the “Notes”) issued pursuant to the Senior Secured Note Purchase Agreement, dated as of March 31, 2016 (as amended by the Written Consent of the Noteholders of Aerpio Therapeutics, Inc. and Amendment to the March Note Purchase Agreement, the “March NPA”) and the Senior Secured Note Purchase Agreement, dated as of October 31, 2016 (the “October NPA”)) (“Company Common Stock”), (ii) and of each series of preferred stockSeries A Preferred Stock, par value $0.001 0.00001 per share, of the Company (the “Series A Preferred Stock”), (iii) Series A1 Preferred Stock, par value $0.00001 per share, of the Company (the “Series A1 Preferred Stock”), and (iv) Series A2 Preferred Stock, par value $0.00001 per share, of the Company (the “Series A2 Preferred Stock” and, together with the Series A Preferred Stock and the Series A1 Preferred Stock, the “Company Preferred Stock”; the Company Preferred Stock, together with the Company Common Stock, is referred to herein as the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series set forth on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”)hereto. An aggregate of 6,499,268 18,000,000 shares of Parent Common Stock (including Dissenting Shares)Stock, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company (including Dissenting Shares) outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.”” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Stock occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) The After the Effective Time, the Parent shall deliver certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agentagent for the Parent Common Stock. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent for the Parent Common Stock may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to Section 3 . 1 (a) and any Dissenting Shares) shall be converted into the right to receive $ 31 . 25 per share of Company Common Stock in cash (the “ Merger Consideration ”), without interest and subject to any withholding of Taxes required by applicable Law . Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3 . 1 (b) shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist, and the holders of certificates (the “ Certificates ”) or book - entry evidence of shares (“ Book - Entry Evidence ”) which immediately prior to the Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book - Entry Evidence in accordance with Section 3 . 2 , the Merger Consideration without interest thereon and subject to any withholding of Taxes required by applicable Law . (c) Conversion of Acquisition Sub Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each thereof, each share of common stock, $ 1 . 00 par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) Acquisition Sub issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall automatically be converted into and represent become 1 , 000 fully paid, non - assessable shares of common stock, $ 1 . 00 par value per share, of the right to receive Surviving Corporation and shall constitute the only issued or outstanding shares of capital stock of the Surviving Corporation . (subject to d) Adjustments . Without limiting the other provisions of Section 1.6) such this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split) or similar event, or combination, exchange or readjustment of shares, or any stock dividend or distribution with a record date during such period, the Merger Consideration shall be equitably adjusted to provide the same economic effect as contemplated by this Agreement prior to such event . Nothing in this Section 3 . 1 (d) shall be referred construed to herein as the “Merger Shares.” permit any party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement . Section 3.2 Payment for Securities; Exchange of Certificates . (ba) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately Designation of Paying Agent ; Deposit of Exchange Fund . No later than ten ( 10 ) days prior to the Effective Time represented Company Stock Time, Parent shall, at its sole cost and expense, designate a reputable bank or trust company (the “ Paying Agent ”) that is organized and doing business under the laws of the United States, the identity and the terms of appointment of which to be converted reasonably acceptable to the Company, to act as paying agent for the payment of the Aggregate Merger Consideration, and shall enter into Merger Shares pursuant to this Section 1.5 an agreement (the “Company Stock Certificates“ Paying Agent Agreement ”) relating to the ParentPaying Agent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent mayresponsibilities with respect thereto, in its sole discretion form and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be converted into the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire substance reasonably acceptable to the Company certifying that . Concurrently with the filing of the Certificate of Merger, Parent shall deposit, or cause to be deposited with the Paying Agent, cash constituting an amount equal to the Aggregate Merger Consideration (such Company Stockholder Aggregate Merger Consideration as deposited with the Paying Agent, the “ Exchange Fund ”) . In the event the Exchange Fund shall be insufficient to make the payments contemplated by Section 3 . 1 (b) , Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount which is an “accredited investor” as such term is defined equal to the deficiency in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”.amount required

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than any Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 42,615,546 shares of Parent Common Stock (including Indemnification Escrow Shares (as defined below) and Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.71.5(b), shall be issuable to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) Notwithstanding the foregoing, as of the Closing Date, the Company Stockholders shall be entitled to receive immediately only 95% of the shares of Parent Common Stock into which their shares of Company Common Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”), pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing; and the remaining 5% of the shares of Parent Common Stock into which their shares of Company Common Stock were converted pursuant to Section 1.5(a), rounded up or down to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the Indemnification Escrow Agreement and shall be held and released in accordance with the terms of the Indemnification Escrow Agreement. (c) The Parent shall deliver certificates for the Merger Initial Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (cd) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. At the Business Combination Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (ai) Each share of common stock, par value $0.001 per share, of the each Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) Share issued and outstanding immediately prior to the Business Combination Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined those described in Section 2.123 below)), ) shall be converted automatically into and represent the right to receive (subject to the provisions of Section 1.6A) such a number of shares Surviving Corporation Shares determined as follows: (x) 1,900,000 divided by (y) the total number of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company Shares issued and outstanding immediately prior to the Business Combination Effective Time Time, plus (the “Company Stockholders”B) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be converted into the right to receive a cash payment amount determined as follows: (x) U.S. $10,000,000 divided by (y) the total number of Company Shares issued and outstanding immediately prior to the Business Combination Effective Time, plus (C) the additional consideration described in Sections 2.7(f), (g) and (h), (the “CS Per Share Amount”), and (ii) each Preferred Share issued and outstanding immediately prior to the Business Combination Effective Time shall be converted automatically into (A) a number of Surviving Corporation Shares determined as follows: (x) the number of Preferred Shares issued in the Financing to the bridge investors divided by (y) the total number of Preferred Shares issued and outstanding immediately prior to the Business Combination Effective Time (collectively, the “Business Combination Conversion Ratio”), subject to any adjustments made pursuant to Section 2.7(c), plus (B) the right to receive a cash amount equal to $5.00 multiplied by 7.143, plus (C) the Applicable Conversation Ratio additional consideration described in Section 2.7(f) and (h), (the “Cash Merger ConsiderationPS Per Share Amount”). “Unaccredited Investor” At the Business Combination Effective Time, all Company Securities shall mean a Company Stockholder who does not complete cease to be outstanding and deliver shall automatically be canceled and retired and shall cease to exist. The holders of certificates previously evidencing the Company and Parent Securities outstanding immediately prior to the Closing Date Business Combination Effective Time shall cease to have any rights with respect to such Company Securities, except as provided herein or by law. Each certificate previously evidencing Company Securities shall be exchanged for such number of Surviving Corporation Shares calculated by multiplying the applicable Business Combination Conversion Ratio by the number of Company Securities previously evidenced by the canceled certificates and cash in an investor questionnaire reasonably acceptable amount equal to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under CS Per Share Amount or the Securities Act of 1933PS Per Share Amount, as amended (“Securities Act”); provided that the Company and Parent case may mutually determine any Company Stockholder is an “accredited investor” without having received be, upon the surrender of such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”certificate in accordance with the terms hereof.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of the Company’s common stock, par value $0.001 per share, of share (the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the or “Company Stock”) ), issued and outstanding immediately prior to the Effective Time (other than any Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 24,000,000 shares of Parent Common Stock (including CCI Indemnification Escrow Shares (as defined below) and Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.71.5(b), shall be issuable to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) Notwithstanding the foregoing, as of the Closing Date, Kxxxxxxx Xxxxxxx shall be entitled to receive immediately such number of shares of Parent Common Stock into which his shares of Company Common Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”) minus 500,000 shares of Parent Common Stock, and such 500,000 of the shares of Parent Common Stock which Mx. Xxxxxxx would be entitled to receive as a result of the conversion pursuant to Section 1.5(a) (the “CCI Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the CCI Indemnification Escrow Agreement and shall be held and released in accordance with the terms of the CCI Indemnification Escrow Agreement. (c) The Parent shall deliver certificates for the Merger Initial Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (cd) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of MTS, Merger Sub, the Company or any Party or the holder of any shareholder of the Company or shareholder of MTS, the following securitiesshall occur: (ai) Each subject to Section 1.5(e), each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and Stock outstanding immediately prior to the Effective Time (other than excluding Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), Shares) shall be automatically converted solely into and represent the right to receive a number of MTS Ordinary Shares calculated in accordance with the Exchange Ratio; (ii) subject to the provisions Section 1.5(e), each share of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Company Preferred A Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company if any) outstanding immediately prior to the Effective Time (shall be automatically converted solely into the “Company Stockholders”) right to receive a number of MTS New Preferred A-1 Shares calculated in connection accordance with the Merger. The shares of Parent Common Stock into which the shares Preferred A Exchange Ratio; (iii) subject to Section 1.5(e), each share of Company Common Preferred A-1 Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that outstanding immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be automatically converted solely into the right to receive a cash payment equal number of MTS New Preferred A-1 Shares calculated in accordance with the Exchange Ratio; (iv) subject to $5.00 multiplied by Section 1.5(e), each share of Company Preferred B Stock outstanding immediately prior to the Applicable Conversation Effective Time shall be automatically converted solely into the right to receive a number of MTS New Preferred B Shares calculated in accordance with the Exchange Ratio (the MTS Ordinary Shares, MTS New Preferred A-1 Shares and MTS New Preferred B Shares to be issued in connection with the Merger shall hereinafter be referred to, together, as the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a . (b) At the Effective Time, each Company Stockholder who does not complete Option that is outstanding and deliver to the Company and Parent unexercised immediately prior to the Closing Date Effective Time under the Company Plan, whether or not vested, shall be converted into and become an investor questionnaire reasonably acceptable option to purchase MTS Ordinary Shares, and MTS shall assume the Company Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as MTS in good faith determines are appropriate to reflect the substitution of the Company Options by options to purchase MTS Ordinary Shares). All rights with respect to Company Common Stock under Company Options assumed by MTS shall thereupon be converted into rights with respect to MTS Ordinary Shares. Accordingly, from and after the Effective Time: (i) each Company Option assumed by MTS may be exercised solely for MTS Ordinary Shares; (ii) the number of MTS Ordinary Shares subject to each Company Option assumed by MTS shall be determined by multiplying (A) the number of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(aEffective Time, by (B) under the Securities Act Exchange Ratio, and rounding the resulting number to the nearest whole number of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”.MTS Ordinary Shares;

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each Subject to Section 1.6, at the Effective Time, each share of (i) common stock, par value $0.001 per share, stock of the Company (the “Company Common StockShares”), and (ii) and of each series of preferred stock, par value $0.001 per share, stock of the Company (the “Company Preferred StockShares,” and, which together with the Company Common StockShares, are referred to herein as the “Company StockShares”) ), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable number of Company Shares multiplied by the “Conversion Ratio” specified with respect to such for that class or series set forth on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares)hereto, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable rounded down to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Mergernearest whole share. The shares of Parent Common Stock into which the shares of Company Common Stock Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.”” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) The After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock Shares to be converted into Merger Shares pursuant to this Section 1.5 1.5, as applicable (the “Company Stock Shares Certificates”) to the Parent’s transfer agent). If any Company Stock Shares Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Shares Certificate to provide an appropriate affidavit with respect to such Company Stock CertificateShares Certificate (without the requirement to post a bond). (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (ai) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) Stock issued and outstanding immediately prior to the REIT Merger Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this canceled in accordance with Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares3.1(a)) shall automatically be converted into the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio 0.362 Parent Common Shares (the “Cash Common Exchange Ratio”), subject to adjustment as provided in Section 3.4 (the “REIT Common Merger Consideration”). All shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to Certificate”) or book-entry share registered in the transfer books of the Company and Parent (a “Book-Entry Share”) with respect to such Company Common Stock that immediately prior to the Closing Date an investor questionnaire reasonably acceptable REIT Merger Effective Time represented shares of Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive the REIT Common Merger Consideration, in accordance with Section 3.5, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional Parent Common Shares into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b)(i), together with the amounts, if any, payable pursuant to Section 3.5(d). Subject to Section 6.20, the issuance of the REIT Common Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Declaration of Trust. (ii) Each share of Company certifying that Series A Preferred Stock issued and outstanding immediately prior to the REIT Merger Effective Time shall automatically be converted into the right to receive from Parent LP a number of Parent Series A Preferred Shares equal to one (1) Parent Series A Preferred Share (such share, the “REIT Preferred Merger Consideration”). All shares of Company Series A Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate or Book-Entry Share with respect to such Company Stockholder is an “accredited investor” as Series A Preferred Stock that immediately prior to the REIT Merger Effective Time represented shares of Company Series A Preferred Stock shall cease to have any rights with respect to such term is defined in Rule 501(a) under Company Series A Preferred Stock other than the Securities Act of 1933right to receive the REIT Preferred Merger Consideration, as amended (“Securities Act”); provided that the Company case may be, in accordance with Section 3.5. Subject to Section 6.20, the issuance of the REIT Preferred Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Declaration of Trust.

Conversion of Company Securities. Before the Effective Time, each issued and outstanding share of the Company’s Series A1 and B1 Convertible Preferred Stock (the “Series A1 and B1 Preferred Stock”) shall convert, on a one-for-one basis, into shares of the Company’s common stock (“Company Shares”), as provided in the Company’s articles of incorporation, as amended. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) Share issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), ) shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of common stock, $0.001 par value per share, of the Parent (“Parent Common Stock Stock”) as is equal to the applicable “Common Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto Ratio (the “Applicable Conversion Ratio”as defined below). An aggregate of 6,499,268 27,000,000 shares of Parent Common Stock shall be issued to the Company Stockholders in connection with the Merger and the holders of options (including Dissenting “Options”) granted under the Company’s 1997 Stock Compensation Program to acquire Company Shares), subject of which 25,835,017 shares shall be issued to adjustment Company Stockholders upon conversion of their Company Shares, as necessary due to rounding described above, and an aggregate of 1,164,983 shares shall be reserved for issuance upon the exercise of the Parent Options (as set forth defined below, provided, that if the holders of any Existing Warrants (as defined in Section 1.71.5(b)) do not agree to accept Company Shares in settlement of their Existing Warrants prior to the Effective Time, then the Company Stockholders shall be issuable to issued 25,835,017 shares of Common Stock less the stockholders number of record shares of Common Stock for which such Existing Warrants are exercisable under Section 1.8(a) and the number of shares of Common Stock reserved for issuance shall be increased from 1,164,983 by the same number. (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 27,000,000 shares of Parent Common Stock by (ii) the total number of outstanding Company outstanding Shares immediately prior to the Effective Time on a diluted basis after giving effect to the exercise of all outstanding Parent Options (as defined in Section 1.8(a)), all outstanding warrants that have not been settled by the issuance of Company Shares as provided in Section 1.8(d) (“Existing Warrants”) and all other rights to acquire Company Shares. Stockholders of record of the Company as of the Closing Date (the “Company Indemnifying Stockholders”) in connection with shall be entitled to receive immediately 95% of the Merger. The shares of Parent Common Stock into which the shares of their Company Common Stock are Shares were converted pursuant to this Section 1.5 (the “Initial Shares”); the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.001 per share, of the Acquisition Subsidiary shall be converted into the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete one validly issued, fully paid and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act nonassessable share of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation Common Stock.

Conversion of Company Securities. (i) At and as of the Effective Time, by virtue of the Merger and without any action on the part of any Party the Parties, the Company’s Board of Directors or the holder of any shares of Company Common Stock (collectively, the following securities“Stockholders”), except as otherwise provided in Section 1.12: (aA) Each each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Shares), other than shares of Company Stock held by Unaccredited Investors (each as defined below))Cashed-Out Holders, shall be converted into and represent the right to receive receive: (i) at the Effective Time, that number of Buyer Shares in an amount equal to the Effective Time Consideration Per Outstanding Company Share divided by the Closing Share Price and (ii) at such time and only to the extent it becomes distributable pursuant and subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is 1.8, an amount equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(aWorking Capital Share Amount; and (B) hereto (the “Applicable Conversion Ratio”). An aggregate each share of 6,499,268 shares of Parent Company Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company issued and outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) that is held by a Cashed-Out Holder shall be converted into the right to receive a receive: (i) at the Effective Time, an amount in cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio Effective Time Consideration Per Outstanding Company Share and (ii) at such time and only to the extent it becomes distributable pursuant and subject to the provisions of Section 1.8, an amount in cash equal to the Working Capital Share Amount. The consideration provided for in this Section 1.7(b)(i) may be referred to in this Agreement as the “Merger Consideration.” (ii) Buyer shall deposit into an escrow account with the Escrow Agent pursuant to the provisions of an escrow agreement with the Escrow Agent dated as of the Effective Time, substantially in the form of Exhibit B hereto (the “Escrow Agreement”) (A) for the benefit of the Company Holders at the Effective Time, Buyer Shares in an amount equal to 8.33% of the Effective Time Share Consideration and (B) for the benefit of the Cashed-Out Holders at the Effective Time, cash in an amount equal to 8.33% of the Effective Time Cash Merger Consideration”). “Unaccredited Investor” ; provided, however that the aggregate value of such Buyer Shares and cash deposited with the Escrow Agent shall mean not exceed or be less than $1,000,000. (iii) In connection with the Merger, (A) in all events the Buyer shall issue a Company Stockholder who does not complete total number of Buyer Shares such that the value of the Buyer Shares issued hereunder represents at least 80% of the consideration paid under this Agreement, determined at the Effective Time and deliver in accordance with the requirement of section 368(a)(2)(E) of the Code relating to the issuance of sufficient stock to constitute “control” within the meaning of that section, and (B) in no event shall the Buyer issue a total number of Buyer Shares such that the total number of Buyer Shares exceeds 19.99% of the number of Buyer Shares outstanding on the date preceding the Closing Date. (iv) In the event that this Agreement is terminated without the Merger having been consummated, Merger Sub or Exchange Agent, as the case may be, shall return all shares of Company and Parent prior Common Stock submitted or transferred to the Closing Date an investor questionnaire reasonably acceptable Merger Sub or Exchange Agent pursuant to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Section 1.9.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, $0.001 par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company StockShares”) issued and outstanding outstanding, on a fully-diluted basis, immediately prior to the Effective Time (other than Company Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), ) shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of common stock, par value $0.001 per share, of the Parent (“Parent Common Stock Stock”) as is equal to the applicable “Common Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto Ratio (the “Applicable Conversion Ratio”as defined below). An aggregate of 6,499,268 16,000,000 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable issued to the stockholders of record security holders of the Company in connection with the Merger. (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 200 shares of Parent Common Stock by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a fully diluted basis after giving pro forma effect to the exercise of all outstanding common stock purchase warrants (“Warrants”), the exercise of all outstanding options to purchase Company Shares (“Options”) and the conversion or exercise of all other rights to acquire Company Shares. The parties agree that the Common Conversion Ratio shall be 80,000 shares of Parent Common Stock for every one Company Share. (a) The Company Stockholders other than Xxxxx Xxxxxxxxx shall be entitled to receive immediately 100% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the “Company StockholdersInitial Shares”) in connection with and (b) Xxxxx Xxxxxxxxx shall be entitled to receive immediately 95% of the Merger. The shares of Parent Common Stock into which his Company Shares were converted pursuant to this Section 1.5 (the “DM Initial Shares”); the remaining 5% of the shares of Parent Common Stock into which the shares Company Shares of Company Common Stock are Xxxxx Xxxxxxxxx were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement. The Initial Shares, the DM Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.” (bc) The Parent shall deliver certificates for the Merger Initial Shares and DM Initial Shares to each stockholder of record of the Company Stockholder immediately prior to the Effective Time entitled thereto (collectively, the “Company Stockholders”) who shall have presented present a certificate that immediately prior to the Effective Time represented Company Stock to be Shares converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen Parent or destroyed, the Surviving Corporation or the Parent’s transfer agent may, in its sole discretion and shall deliver Parent Warrants (as a condition defined below) to the issuance applicable holders of any certificates representing Merger SharesWarrants (as defined below), require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate.as contemplated by Section 1.8(d); (cd) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any Party Merger Subsidiary, the Company or the holder holders of any of the following securities: (ai) Each share of common stockthe Voting Common Stock, par value $0.001 1.00 per share, of the Company (“the "Company Voting Common Stock”") and each share of each series of preferred stockthe Non-Voting Common Stock, par value $0.001 1.00 per share, of the Company (“the "Company Preferred Non-Voting Common Stock” " and, together collectively with the Company Voting Common Stock , the "Company Common Stock, the “Company Stock”") issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and any shares of Company Common Stock held by Unaccredited Investors (each as defined below)to be canceled pursuant to Section 2.1(b) and any Dissenting Shares of Company Common Stock), shall shall, subject to proration as provided in Section 2.2 and subject to Section 2.8, be converted into and represent one of the following (the "Per Common Share Merger Consideration"): (a) for each share of Company Common Stock with respect to which no Rollover Election has been effectively made or with respect to which a Rollover Election has been properly revoked, the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is cash in an amount equal to the applicable “Conversion Ratio” specified Share Price (the "Cash Stockholder Merger Consideration"); or (b) for each share of Company Common Stock with respect to such class or series on Schedule 1.5(a) hereto which a Rollover Election has been effectively made and not revoked, the right to receive one share of Parent Stock multiplied by the Exchange Ratio (the “Applicable Conversion Ratio”"Rollover Stockholder Merger Consideration"). An aggregate . (ii) Each share of 6,499,268 shares of Parent Common Stock (including Dissenting Shares)the Preferred Stock, subject to adjustment as necessary due to rounding as set forth in Section 1.7par value $100 per share, shall be issuable to the stockholders of record of the Company (the "Preferred Stock") issued and outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be converted into the right to receive a cash payment in an amount equal to $5.00 the Per Preferred Share Merger Consideration. (iii) Each Vested Option issued and outstanding immediately prior to the Effective Time shall, subject to Section 2.8, be converted into the right to receive cash in an amount equal to the Share Price minus the exercise price of such Vested Option (the "Per Option Merger Consideration"). Each other Option Security or Convertible Security issued by the Company and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (iv) All shares of Company Common Stock and Preferred Stock (the "Shares") and all Vested Options issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and certificates previously evidencing any such Shares (each, a "Share Certificate") and instruments or certificates previously evidencing any such Vested Options (each, an "Option Certificate") shall thereafter represent, subject to Section 2.8, the right to receive, as applicable, upon the surrender of such Certificate in accordance with the provisions of Section 2.3, the Per Common Share Merger Consideration or the Per Preferred Share Merger Consideration attributable to the number of Shares represented by such Share Certificate or the Per Option Merger Consideration attributable to the number of Vested Options represented by such Option Certificate, as the case may be, and a holder of more than one Certificate shall have, subject to Section 2.8, the right to receive the Merger Consideration attributable to the number of Shares and/or Vested Options represented by all such Certificates (the "Exchange Merger Consideration"). The holders of Certificates previously evidencing Shares and Vested Options outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares and Vested Options except as otherwise provided herein or by Applicable Law. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subsidiary, the Company or the holders thereof, each Share held in the treasury of the Company and each Share and Option Security owned by Parent or any direct or indirect Subsidiary of Parent immediately prior to the Effective Time shall automatically be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subsidiary, the Company or the holders thereof, each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall continue to be outstanding and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) In lieu of issuing fractional shares, Parent may convert a Stockholder's right to receive shares of Parent Stock pursuant to Section 2.1(a)(i)(b) into a right to receive the highest whole number of shares of Parent Stock constituting the aggregate Rollover Stockholder Merger Consideration to which such Stockholder is entitled plus cash equal to the fraction of a share of Parent Stock to which such Stockholder would otherwise be entitled multiplied by the Applicable Conversation Ratio (Determination Price, and the “Cash aggregate Rollover Stockholder Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver Consideration to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that which such Company Stockholder is an “accredited investor” as entitled shall be deemed to be such term is defined in Rule 501(a) under number of shares of Parent Stock plus such cash. For purposes of carrying out the Securities Act intent of 1933this Section 2.1(d), as amended (“Securities Act”); provided that the Company and Parent may mutually determine aggregate Certificates registered in the name of any Company single Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe so that such Company Stockholder qualifies as an “accredited investor”fractional shares of Parent Stock due in exchange for multiple Certificates may be combined to yield a number of whole shares thereof plus a single fraction.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each Subject to Sections 2.3, each (a) ordinary share of common stockCompany, US$0.001 par value $0.001 per share, of the Company share (“Company Common StockOrdinary Share”), (b) and Series A convertible redeemable participating preferred share of each series of preferred stockCompany, US$0.001 par value $0.001 per share, of the Company share (“Company Preferred Stock” andSeries A Share”), (c) Series A1 convertible redeemable participating preferred share of Company, US$0.001 par value per share (“Company Series A1 Share”), (d) Series A2 convertible redeemable participating preferred share of Company, US$0.001 par value per share (“Company Series A2 Share”, and together with the Company Common StockSeries A Shares and Company Series A1 Shares, the “Company StockSeries A Preferred Shares”), (e) Series B convertible redeemable participating preferred share of Company, US$0.001 par value per share (“Company Series B Preferred Share”) ((b) through (e) collectively, the “Company Preferred Shares”), and (f) Company Option (as defined in Section 3.1.2), issued and outstanding immediately prior to before the Effective Time (other than Dissenting Appraisal Shares and shares of Company Stock held by Unaccredited Investors (each as defined belowin Section 2.2.4)), shall will be converted into and represent into, or with respect to Company Options, cancelled in exchange for, the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable conversion payment (“Conversion Ratio” specified with respect to such class or series on Schedule 1.5(aPayment”) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7Schedule 2.2.2, which Schedule 2.2.2 shall be issuable delivered by Company to Parent before Closing and sets forth, by Company Securityholder, the stockholders number of record such securities held by each Company Securityholder and the portion of Merger Consideration comprising each such Company Securityholder’s Conversion Payment. The sum of the Company outstanding immediately prior to Conversion Payments shall not exceed the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger SharesConsideration.” (b) The Save for one ordinary share to be issued to Parent at the Effective Time, all Company Securities shall deliver certificates for no longer be outstanding, will be cancelled, will cease to exist and the Merger Shares to each Register shall be updated accordingly. Any share certificate or other instrument (“Certificate”) of Company Stockholder entitled thereto who shall have presented a certificate that Securities in issue immediately prior to before the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If previously representing any Company Stock Certificate Security shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion be cancelled and as a condition cease to the issuance of confer any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit rights with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be converted into Securities except the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933applicable Conversion Payment, if any, as amended (“Securities Act”); provided by this Section 2.2.2, and at the request of Surviving Company surrendered in accordance with Section 2.2.3(d) hereof. The amount that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having Securityholders are entitled to receive at Closing under this Section 2.2.2 will be reduced by their pro rata portion of the Escrow Amount (as defined in Section 2.3) based upon the total Conversion Payments to be received such an investor questionnaire if they reasonably believe that by such Company Stockholder qualifies as an “accredited investor”Securityholders with respect to such securities under this Section 2.2.2.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each Subject to Section 1.6 and Section 1.8, at the Effective Time, each share of common stock, par value $0.001 per share, stock of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company StockShares”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable number of Company Shares multiplied by the “Conversion Ratio” specified with respect to such class or series set forth on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares)hereto, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable rounded down to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Mergernearest whole share. The shares of Parent Common Stock into which the shares of Company Common Stock Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.”” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) The After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) and cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock Shares to be converted into Merger Shares pursuant to this Section 1.5 or cash pursuant to Section 1.8, as applicable (the “Company Stock Shares Certificates”) to the Parent’s transfer agent). If any Company Stock Shares Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Shares Certificate to provide an appropriate affidavit with respect to such Company Stock CertificateShares Certificate (without the requirement to post a bond). (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. (a) At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of any Party Pubco, Parent, the Company Merger Sub, the Company or the holder holders of any of the following securities: (ai) Each share of common stock, par value $0.001 per share, of the each Company Ordinary Share (“Company Common Stock”excluding any Cancelled Shares or Dissenting Shares) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) that is issued and outstanding immediately prior to the Company Merger Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be cancelled and converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is Pubco Ordinary Shares equal to the applicable “Conversion Ratio” specified with respect Exchange Ratio (rounded to such class or series on Schedule 1.5(athe nearest whole number) hereto (which consideration shall hereinafter be referred to as the “Applicable Conversion RatioPer Share Company Merger Consideration”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Each Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be Ordinary Share converted into the right to receive a cash payment equal the Per Share Company Merger Consideration pursuant to $5.00 multiplied by the Applicable Conversation Ratio this Section 3.01(b)(i) will no longer be outstanding, will automatically be cancelled and retired and will cease to exist, and each holder of (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a A) any Certificate formerly representing any such Company Stockholder who does not complete and deliver Ordinary Shares or (B) any book-entry account which immediately prior to the Company and Merger Effective Time represented Company Ordinary Shares will, subject to applicable Law in the case of Dissenting Shares, cease to have any rights with respect thereto, except the right to receive the Per Share Company Merger Consideration for each such Company Ordinary Share in accordance with this Section 3.01(b)(i); (ii) each share of Capital Stock owned by Pubco, Parent or the Merger Subs or held in the treasury of the Company, or owned by any of their respective direct or indirect wholly-owned Subsidiaries immediately prior to the Closing Date an investor questionnaire reasonably acceptable Company Merger Effective Time (collectively, the “Cancelled Shares”), shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; (iii) each Company Merger Sub Ordinary Share issued and outstanding immediately prior to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act Merger Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable ordinary share of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”.Surviving Subsidiary;

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 0.01 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than any Company Common Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of common stock, par value $0. 0001 per share, of the Parent (“Parent Common Stock Stock”) as is equal to the applicable “Common Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto Ratio (the “Applicable Conversion Ratio”as defined below). An aggregate of 6,499,268 nineteen million (19,000,000) shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) Common Stockholders in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Common Merger Shares.” (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 19,000,000 shares of Parent Common Stock by (ii) the total number of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time. The parties agree that the Common Conversion Ratio shall be one (1) share of Parent Common Stock for every one (1) share of Company Common Stock. (c) Notwithstanding the foregoing, as of the Closing Date, the Company Common Stockholders shall be entitled to receive immediately only 95% of the shares of Parent Common Stock into which their shares of Company Common Stock were converted pursuant to this Section 1.5 (the “Initial Shares”), pro rata in accordance with their respective holdings of Company Common Stock immediately prior to the Closing; the remaining 5% of the shares of Parent Common Stock into which their shares of Company Common Stock were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the Indemnification Escrow Agreement and shall be held and released in accordance with the terms of the Indemnification Escrow Agreement. (d) The Parent shall deliver certificates for the Merger Initial Shares to each Company Common Stockholder entitled thereto who who, if requested by the Parent, shall have presented a certificate that immediately prior to the Effective Time represented Company Common Stock to be converted into Common Merger Shares pursuant to this Section 1.5 (the “Company Stock Common Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. If . (e) Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Company Series A Preferred Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares (as defined below)), shall be converted into and represent the right to receive one (1) share of Series A Convertible Preferred Stock, par value $.0001 per share of the Parent (the “Parent Series A Preferred Stock”), having the powers, contractual obligations, designations, preferences and other rights set forth in the Certificate of Designations of Parent Series A Preferred Stock, attached hereto as Exhibit K. The shares of Parent Series A Preferred Stock into which the shares of Company Series A Preferred Stock are converted pursuant to this Section shall be referred to herein as the “Preferred Merger Shares”, and the Common Merger Shares and Preferred Merger Shares shall be referred to herein as the “Merger Shares.” (f) The Parent shall deliver certificates for the Parent Series A Preferred Stock to each Company Preferred Stockholder entitled thereto who (except for the investors in the Private Placement Offering), if requested by the Parent, shall have been lost, stolen presented a certificate that immediately prior to the Effective Time represented Company Series A Preferred Stock to be converted into Preferred Merger Shares pursuant to this Section 1.5 (the “Preferred Certificates”) to the Parent or destroyed, the Surviving Corporation or the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificateagent. (cg) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, $0.001 par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company StockShares”) issued and outstanding outstanding, on a fully-diluted basis, immediately prior to the Effective Time (other than Company Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), including Company Shares issued or issuable prior to the Effective Time upon exchange of outstanding Warrants (as defined below) for Company Shares pursuant to Section 5.2(j) hereof, shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of common stock, par value $0.0001 per share, of the Parent (“Parent Common Stock Stock”) as is equal to the applicable “Common Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto Ratio (the “Applicable Conversion Ratio”as defined below). An aggregate of 6,499,268 twenty-six million (26,000,000) shares of Parent Common Stock, options to purchase 0 shares of Parent Common Stock (including Dissenting Shares), subject and warrants to adjustment as necessary due to rounding as set forth in Section 1.7, purchase 0 shares of Parent Common Stock shall be issuable issued to the stockholders of record security holders of the Company in connection with the Merger (after giving effect to the Stock Split (as defined below). (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 26,000,000 shares of Parent Common Stock by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a fully diluted basis after giving pro forma effect to the exercise of all outstanding common stock purchase warrants (“Warrants”), the exercise of all outstanding options to purchase Company Shares (“Company StockholdersOptions”) in connection with and the Mergerconversion or exercise of all other rights to acquire Company Shares. The parties agree that the Common Conversion Ratio shall be 1.9286 shares of Parent Common Stock for every one Company Share. The shares of Parent Common Stock into which the shares of Company Common Stock Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (bc) The Parent shall deliver certificates for the Merger Shares to each stockholder of record of the Company Stockholder immediately prior to the Effective Time entitled thereto (collectively, the “Company Stockholders”) who shall have presented present a certificate that immediately prior to the Effective Time represented Company Stock to be Shares converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen Parent or destroyed, the Surviving Corporation or the Parent’s transfer agent mayand, in its sole discretion and if applicable, shall deliver Parent Warrants (as a condition defined below) to the issuance applicable holders of any certificates representing Merger SharesWarrants (as defined below), require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificateas contemplated by Section 1.8(d). (cd) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) common stock, par value $0.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”Surviving Corporation.