Common use of Effect of Merger on Capital Stock Clause in Contracts

Effect of Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties hereto or the holders of the following securities: (a) Subject to the other provisions of this Article II, each share of common stock, par value $.01 per share, of Creative (the "Creative Common Stock") issued and outstanding immediately prior to the Effective Time (other than any Creative Common Stock to be canceled pursuant to Section 2.2) shall be converted automatically into the right to receive 0.30 of a fully paid and nonassessable share of Surviving Company Common Stock (the "Creative Exchange Ratio"), together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 (the "Creative Merger Consideration"). (b) Subject to the other provisions of this Article II, each share of (i) common stock, par value $.01 per share, of Ontogeny (the "Ontogeny Common Stock") issued and outstanding immediately prior to the Effective Time and (ii) each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock of Ontogeny, each series with a par value $.01 per share (collectively, the "Ontogeny Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than, in each case, any Ontogeny Common Stock or Ontogeny Preferred Stock to be canceled pursuant to Section 2.2 and any Appraisal Shares (as defined in Section 2.11(a))) shall be converted automatically into the right to receive 0.2564 of a fully paid and nonassessable share of Surviving Company Common Stock (the "Ontogeny Exchange Ratio"), together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 (the "Ontogeny Merger Consideration"). (c) (i) In addition to such number of shares of Surviving Company Common Stock that each share of Series A preferred stock, par value $.01 per share, of Reprogenesis (the "Reprogenesis Series A Stock") shall be entitled to pursuant to Section 2.1 (c)(ii), each share of Reprogenesis Series A Stock issued and outstanding immediately prior to the Effective Time (other than any Reprogenesis Series A Stock to be canceled pursuant to Section 2.2 and any Dissenting Shares (as defined in Section 2.11(b)) shall be converted automatically into the right to receive the number of fully paid and nonassessable shares of Surviving Company Common Stock equal to the Reprogenesis Series A Consideration divided by 2,702,702, together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5. "Reprogenesis Series A Consideration" shall mean the lesser of (A) the number of

Effect of Merger on Capital Stock. At On the terms and subject to the conditions set forth herein, at the Effective Time, by virtue of the Merger and without any further action on the part of the Parties hereto any Party or the holders of any securities of Quantum, the following securitiesshall occur: (a) Subject to At the other provisions of this Article IIEffective Time, each PIPE Share and each Quantum Sponsor Share will be converted into, and the PIPE Stockholders and the Quantum Sponsor Stockholders shall be entitled to receive for each such share, one (1) share of common stock, par value $.01 per share, of Creative (the "Creative Common Stock") issued and outstanding immediately prior to the Effective Time (other than any Creative Common Stock to be canceled pursuant to Section 2.2) shall be converted automatically into the right to receive 0.30 of a fully paid and nonassessable share of Surviving Company Common Stock (the "Creative Exchange Ratio"), together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 (the "Creative Merger Consideration"). (b) Subject to At the other provisions of this Article IIEffective Time, each share of (i) common stock, par value $.01 per share, of Ontogeny (the "Ontogeny Quantum Common Stock") issued and outstanding immediately prior to the Effective Time and (ii) each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock of Ontogeny, each series with a par value $.01 per share (collectively, the "Ontogeny Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than, in each case, any Ontogeny Common Stock or Ontogeny Preferred Stock to be canceled pursuant to Section 2.2 and any Appraisal Shares (as defined in Section 2.11(a))) shall be converted automatically into the right to receive 0.2564 of a fully paid and nonassessable share of Surviving Company Common Stock (the "Ontogeny Exchange Ratio"), together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 (the "Ontogeny Merger Consideration"). (c) (i) In addition to such number of shares of Surviving Company Common Stock that each share of Series A preferred stock, par value $.01 per share, of Reprogenesis (the "Reprogenesis Series A Stock") shall be entitled to pursuant to Section 2.1 (c)(ii), each share of Reprogenesis Series A Stock issued and outstanding immediately prior to the Effective Time (other than any Reprogenesis Series A Excluded Share, PIPE Share and Quantum Sponsor Share) will be converted into, and each holder thereof shall be entitled to receive for each such share, a number of shares of Company Common Stock equal to be canceled pursuant (1) the sum of (x) the Post-Redemption Quantum Public Share Number plus (y) 750,000 divided by (2) the Post-Redemption Quantum Public Share Number. (c) From and after the Effective Time, each of the Pre-Closing Holders shall cease to Section 2.2 have any other rights in and to Quantum or the Surviving Corporation, and each Certificate relating to the ownership of shares of Quantum Common Stock (other than any Dissenting Shares (as defined in Section 2.11(b)Excluded Share) shall be converted automatically into thereafter represent only the right to receive the number applicable portion of the Closing Quantum Share Consideration in accordance with, and subject to the terms and conditions of this Agreement. (d) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, which shall constitute the only outstanding shares of capital stock of the Surviving Company Corporation. From and after the Effective Time, the shares of common stock of the Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (e) Each share of Quantum Common Stock equal held in Quantum’s treasury or owned by Quantum, Merger Sub or the Company immediately prior to the Reprogenesis Series A Consideration divided by 2,702,702Effective Time shall be cancelled and no consideration shall be paid or payable with respect thereto. (f) Notwithstanding anything in this Agreement to the contrary, together with cash, if any, in lieu of any no fraction of a share of Surviving Company Common StockStock will be issued by virtue of the Merger, pursuant and any such fractional share (after aggregating all fractional shares of Company Common Stock that otherwise would be received by a Pre-Closing Holder) shall be rounded down to Section 2.5. "Reprogenesis Series A Consideration" shall mean the lesser of (A) the number ofnearest whole share.

Effect of Merger on Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of the Parties hereto Parent, Merger Sub, Company or the holders of the following securitieseither Stockholder: (a) Subject Each share of Company’s common stock that is owned by Company (as treasury stock or otherwise) as of immediately prior to the other provisions of this Article II, each share of common stock, par value $.01 per share, of Creative Effective Time (the "Creative Common Stock"“Cancelled Shares”) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor. (b) The shares of Company’s common stock issued and outstanding immediately prior to the Effective Time (other than any Creative Common Stock to be canceled pursuant to Section 2.2Cancelled Shares) shall will be converted automatically into the right to receive 0.30 by the Stockholders an aggregate of a fully paid and nonassessable share of Surviving Company Common Stock 759,036 (the "Creative “Exchange Ratio"”) shares of Parent’s common stock (“Stock Consideration”). Twenty percent of the Stock Consideration shall be held back and shall be released to Parent or Stockholders, together as the case may be, in accordance with cashthe procedures set forth in Section 3.2 hereof. In the event that EBITDA is equal to or exceeds $316,265 (the “Minimum EBITDA Amount”) for the Fiscal Year ended December 31, 2021, Stockholders shall be entitled to receive fifty percent (50%) of the Holdback Shares. If the EBITDA for such period is less than $316,265, that portion of the Holdback Shares shall be released to the Parent. In addition, if anythe EBITDA for the Company for the period ended December 31, in lieu 2022 equals or exceeds the Minimum EBITDA Amount, the remaining fifty percent (50%) of any fraction the Holdback Shares shall be released to the Stockholders. In the event that the Minimum EBITDA Amount is not achieved for such period, that portion of a share of Surviving Company Common Stock, pursuant the Holdback Shares shall be returned to Section 2.5 (the "Creative Merger Consideration")Parent. (bc) Subject At the Effective Time, all shares of Company’s common stock will no longer be outstanding and all shares of Company’s common stock will be cancelled and retired and will cease to the other provisions of this Article IIexist, and each share of holder of: (i) a certificate formerly representing any shares of Company’s common stockstock (each, par value $.01 per sharea “Certificate”); or (ii) any book-entry shares which immediately prior to the Effective Time represented shares of Company’s common stock (each, a “Book-Entry Share”) will cease to have any rights with respect thereto, except the right to receive the Stock Consideration. (d) Each share of Ontogeny (the "Ontogeny Common Stock") common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and (ii) each become one newly issued, fully paid, and non-assessable share of Series A Convertible Preferred Stockcommon stock of the Surviving Corporation with the same rights, Series B Convertible Preferred Stockpowers, Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock privileges as the shares so converted and shall constitute the only outstanding shares of Ontogeny, each series with a par value $.01 per share (collectively, capital stock of the "Ontogeny Preferred Stock") issued Surviving Corporation. From and outstanding immediately prior to after the Effective Time Time, all certificates representing shares of Merger Sub common stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (other than, in each case, any Ontogeny Common Stock e) No certificates or Ontogeny Preferred Stock to scrip representing fractional shares of Parent’s common stock will be canceled issued upon the conversion of Company’s common stock pursuant to Section 2.2 2.1(b) and such fractional share interests shall not entitle the owner thereof to vote or to any Appraisal Shares (as defined in Section 2.11(a))) shall be other rights of a holder of shares of Parent’s common stock. Notwithstanding any other provision of this Agreement, each holder of shares of Company’s common stock converted automatically into pursuant to the right Merger who would otherwise have been entitled to receive 0.2564 of a fully paid and nonassessable share of Surviving Company Common Stock (the "Ontogeny Exchange Ratio"), together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 Parent’s common stock (the "Ontogeny Merger Consideration"). (c) (i) In addition to such number of after taking into account all shares of Surviving Company Common Stock that each share of Series A preferred stock, par value $.01 per share, of Reprogenesis (the "Reprogenesis Series A Stock"Company’s common stock exchanged by such holder) shall be entitled to pursuant to Section 2.1 (c)(ii), each share of Reprogenesis Series A Stock issued and outstanding immediately prior rounded up to the Effective Time (other than any Reprogenesis Series A Stock to be canceled pursuant to Section 2.2 and any Dissenting Shares (as defined in Section 2.11(b)) shall be converted automatically into the right to receive the number of fully paid and nonassessable shares of Surviving Company Common Stock equal to the Reprogenesis Series A Consideration divided by 2,702,702, together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5. "Reprogenesis Series A Consideration" shall mean the lesser of (A) the number ofnext whole share.

Effect of Merger on Capital Stock. At the Effective Time, by virtue of the Merger Merger, and without any action on the part of the Parties hereto or the holders of the following securitiesparty's action: (a) Subject Capital Stock of Company. As set forth on Exhibit 4.2 hereof (which Exhibit is incorporated herein by reference and made a part hereof) and in accordance with the terms hereof, each Stockholder's shares of capital stock of the Company shall be converted into (i) common stock of Parent together with a right to purchase a fractional share of Parent's Series C Preferred Stock pursuant to the other provisions of this Article II, Rights Agreement (each share of common stockstock and related right a "Parent Share" and collectively, par value $.01 per share, of Creative (the "Creative Parent Shares") and/or (ii) cash. Each share of Company Common Stock") , Series A Preferred Stock, and Series B Preferred Stock issued and outstanding immediately prior to before the Effective Time (other than any Creative Common Stock to and held by an Accredited Investor Stockholder will be canceled pursuant to Section 2.2) shall be automatically converted automatically into the right to receive 0.30 0.35683706 of a fully paid and nonassessable share of Surviving Company Common Stock Parent Share (the "Creative Exchange Conversion Ratio"), together with cash, if any, ; and (B) $11.009399445 in lieu of any fraction of a cash for each such share of Surviving Company Common Stock, pursuant to Section 2.5 (the "Creative Merger Consideration"). (b) Subject to the other provisions of this Article IISeries A Preferred Stock, each and Series B Preferred Stock. Each share of (i) common stock, par value $.01 per share, of Ontogeny (the "Ontogeny Company Common Stock") Stock issued and outstanding immediately prior to before the Effective Time and (ii) each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock of Ontogeny, each series with held by a par value $.01 per share (collectively, the "Ontogeny Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than, in each case, any Ontogeny Common Stock or Ontogeny Preferred Stock to Stockholder who is not an Accredited Investor will be canceled pursuant to Section 2.2 and any Appraisal Shares (as defined in Section 2.11(a))) shall be automatically converted automatically into the right to receive 0.2564 an amount in cash of a fully paid and nonassessable $15.10622339 for each share of Surviving Company Common Stock (Stock. The aggregate number of Parent Shares and the aggregate amount of cash to be issued to the Stockholders in the Merger are referred to as the "Ontogeny Exchange Ratio")Merger Consideration." Schedule 4.2 lists each Stockholder's ownership of -3- Company Common and Preferred Stock, together with cash, if any, in lieu and the respective Merger Consideration for each Stockholder. All shares of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 Series A Preferred Stock, and Series B Preferred Stock (each a "Converted Security" and collectively, the "Ontogeny Merger ConsiderationConverted Securities"). (c) (i) In addition , when converted as provided in this Agreement, will no longer be outstanding and will automatically be canceled and retired and will cease to such number exist, and each holder of shares of Surviving Company Common Stock that each share of Series A preferred stock, par value $.01 per share, of Reprogenesis (the "Reprogenesis Series A Stock") shall be entitled to pursuant to Section 2.1 (c)(ii), each share of Reprogenesis Series A Stock issued and outstanding a certificate representing any Converted Securities immediately prior to before the Effective Time (other than each a "Company Certificate" and collectively the "Company Certificates") will cease to have any Reprogenesis Series A Stock to be canceled pursuant to Section 2.2 and any Dissenting Shares (as defined in Section 2.11(b)) shall be converted automatically into rights with respect thereto, except the right to receive the number applicable Merger Consideration, to be paid in consideration therefor upon surrender of fully paid and nonassessable shares of Surviving that Company Common Stock equal to the Reprogenesis Series A Consideration divided by 2,702,702Certificate in accordance with Section 2.2, together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5. "Reprogenesis Series A Consideration" shall mean the lesser of (A) the number ofwithout interest.

Effect of Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties hereto or the holders of the following securities: (a) Subject to the other provisions of this Article II, each share of common stock, par value $.01 per share, of Creative (the "Creative Common Stock") issued and outstanding immediately prior to the Effective Time (other than any Creative Common Stock to be canceled pursuant to Section 2.2) shall be converted automatically into the right to receive 0.30 of a fully paid and nonassessable share of Surviving Company Common Stock (the "Creative Exchange Ratio"), together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 (the "Creative Merger Consideration"). (b) Subject to the other provisions of this Article II, each share of (i) common stock, par value $.01 per share, of Ontogeny (the "Ontogeny Common Stock") issued and outstanding immediately prior to the Effective Time and (ii) each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series C-1 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock of Ontogeny, each series with a par value $.01 per share (collectively, the "Ontogeny Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than, in each case, any Ontogeny Common Stock or Ontogeny Preferred Stock to be canceled pursuant to Section 2.2 and any Appraisal Shares (as defined in Section 2.11(a))) shall be converted automatically into the right to receive 0.2564 of a fully paid and nonassessable share of Surviving Company Common Stock (the "Ontogeny Exchange Ratio"), together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5 (the "Ontogeny Merger Consideration"). (c) (i) In addition to such number of shares of Surviving Company Common Stock that each share of Series A preferred stock, par value $.01 per share, of Reprogenesis (the "Reprogenesis Series A Stock") shall be entitled to pursuant to Section 2.1 (c)(ii), each share of Reprogenesis Series A Stock issued and outstanding immediately prior to the Effective Time (other than any Reprogenesis Series A Stock to be canceled pursuant to Section 2.2 and any Dissenting Shares (as defined in Section 2.11(b)) shall be converted automatically into the right to receive the number of fully paid and nonassessable shares of Surviving Company Common Stock equal to the Reprogenesis Series A Consideration divided by 2,702,702, together with cash, if any, in lieu of any fraction of a share of Surviving Company Common Stock, pursuant to Section 2.5. "Reprogenesis Series A Consideration" shall mean the lesser of (A) the number ofof fully paid and nonassessable shares of Surviving Company Common Stock whose aggregate Trailing Average Market Price equals $6,000,000 and (B) the Reprogenesis Fully Diluted Merger Consideration.