Common use of Effect on Stock Clause in Contracts

Effect on Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any stockholders thereof: (a) Any shares of Company Stock then held by the Company or any wholly-owned Subsidiary of the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) The shares of Parent Common Stock held by the Company as of the date hereof shall have been canceled and retired as described in the Donation to Capital Agreement. (c) Each share of Company Stock then outstanding shall be converted into Parent Merger Stock based on the Exchange Ratio. (d) Each share of the common stock, $0.00001 par value per share, of Merger Subsidiary then outstanding shall be converted into one share of the validly issued, fully paid and non-assessable authorized common stock of the Surviving Corporation. (e) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted; provided, however, that any issuance of convertible debentures, warrants, options, or other derivative securities by Parent in a bridge financing will not cause for adjustment of the Exchange Ratio. (f) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued, and in lieu thereof, if a fractional share of Parent Common Stock would otherwise be issued to any Company stockholder, the number of shares of Parent Common Stock to be received by such Company stockholder who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be rounded up to the nearest whole share.

Effect on Stock. At Immediately prior to the Effective Time, by action of the board of directors of the Company and approved by holders of the outstanding shares of Company Preferred Stock, each share of Company Preferred Stock shall be converted into shares of Company Stock in accordance with the terms of the Amended and Restated Certificate of Incorporation of the Company. Thereafter, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any stockholders thereof: (a) Any any shares of Company Stock then held by the Company or any wholly-owned Subsidiary of the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) The shares of Parent Common Stock held by the Company as of the date hereof shall have been canceled and retired as described in the Donation to Capital Agreement. (c) Each each share of Company Stock then outstanding shall be converted into one share of Parent Merger Stock based on the Exchange RatioCommon Stock. (dc) Each each share of the common stock, $0.00001 par value per share, of Merger Subsidiary then outstanding shall be converted into one share of the validly issued, fully paid and non-assessable authorized common stock of the Surviving Corporation. (ed) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted; provided, however, that any issuance of convertible debentures, warrants, options, or other derivative securities by Parent in a bridge financing will not cause for adjustment of the Exchange Ratio. (fe) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued, and in lieu thereof, if a fractional share of Parent Common Stock would otherwise be issued to any Company stockholder, the number of shares of Parent Common Stock to be received by such Company stockholder who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be rounded up to the nearest whole share.

Effect on Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentMerger Sub, Merger Subsidiary, RezLogic or the Company or holders of any stockholders thereofof the following securities: (a) Any shares Each Purchased Share issued and outstanding immediately prior to the Effective Time will be cancelled and extinguished and automatically converted into the right to receive common stock, no par value, of Company Stock then held by Purchaser ("Purchaser Common Stock") according to the Company or any wholly-owned Subsidiary Exchange Ratio upon surrender of the Company (or held certificate representing such share of RezLogic Common Stock in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered manner provided in exchange thereforSection 2.7. (b) The shares Each share of Parent RezLogic Common Stock held by RezLogic immediately prior to the Company as of the date hereof Effective Time shall have been canceled be cancelled and retired as described in the Donation to Capital Agreementextinguished without any conversion thereof. (c) Each share of Company Stock then outstanding shall be converted into Parent Merger Stock based on the Exchange Ratio. (d) Each share of the common stock, $0.00001 0.00l par value per share, of Merger Subsidiary then Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of the validly issued, fully paid and non-assessable authorized nonassessable share of common stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of the common stock of Merger Sub shall evidence ownership of such shares of capital stock of the Surviving Corporation. (ed) If, between The Exchange Ratio shall be adjusted to reflect appropriately the date of this Agreement and the Effective Time, the outstanding shares of Company Stock or Parent Common Stock are changed into a different number or class of shares by reason effect of any stock split, stock dividend, reverse stock split, reclassificationstock dividend (including any dividend or distribution of securities convertible into Purchaser Common Stock or RezLogic Common Stock), recapitalization reorganization, recapitalization, reclassification or other similar transaction, then like change with respect to Purchaser Common Stock or RezLogic Common Stock occurring on or after the Exchange Ratio shall be appropriately adjusted; provided, however, that any issuance of convertible debentures, warrants, options, or other derivative securities by Parent in a bridge financing will not cause for adjustment of date hereof and prior to the Exchange RatioEffective Time. (fe) No fractional shares fraction of Parent a share of Purchaser Common Stock shall will be issued in connection with by virtue of the Merger, and no certificates or scrip for any such fractional shares shall be issued, and but in lieu thereof, if a fractional share of Parent Common Stock would otherwise be issued to any Company stockholder, the number thereof each holder of shares of Parent RezLogic Common Stock to be received by such Company stockholder who would otherwise be entitled to a fraction of a share of Parent Purchaser Common Stock (after aggregating all fractional shares of Parent Purchaser Common Stock to that otherwise would be received by such holder) shall be receive from Purchaser an amount of cash (rounded up to the nearest whole sharecent) equal to the product of (i) such fraction, multiplied by the closing sale price of one share of Purchaser Common Stock for the most recent days that Purchaser Common Stock has traded ending on the trading day immediately prior to the Effective Time.

Effect on Stock. At (a) As of the Effective Time, by virtue of the Merger and without any further action on the part of Parentany Holder, Merger Subsidiary, and subject to the Company or any stockholders thereofother provisions of this Section 3.6: (ai) Any shares Each issued and outstanding share of Company Preferred Stock then held by shall be (x) converted into the Company or any wholly-owned Subsidiary right to receive, upon the surrender of the Company certificate formerly representing such share of Preferred Stock, an amount equal to the portion of the Preferred Redemption Amount set forth on the Closing Statement allocable to such share of Preferred Stock and (or held in the Company’s treasuryy) immediately cancelled. (ii) Each issued and outstanding share of Voting Common Stock and Non-Voting Common Stock shall be canceled and retired and shall cease (x) converted into the right to existreceive, upon the surrender of the certificate formerly representing such share of Voting Common Stock or Non-Voting Common Stock, as applicable, an amount equal to the Per Share Closing Consideration set forth on the Closing Statement, and no consideration (y) immediately cancelled. (iii) Each issued and outstanding In the Money Option shall be delivered in exchange thereforconverted into the right to receive an amount equal to the applicable Per Option Closing Consideration payable with respect to such Option, and each such Option, and any Options that are not In the Money Options, shall thereupon terminate automatically and without further action. (iv) Each issued and outstanding award of Phantom Stock shall be converted into the right to receive an amount equal to the Per Share Phantom Stock Closing Consideration payable pursuant to the Phantom Equity Incentive Agreement corresponding to such award. (b) The shares of Parent Common Stock held by the Company as As of the date hereof shall have been canceled Effective Time, by virtue of the Merger and retired as described in without any action on the Donation to Capital Agreement. (c) Each part of any Holder, each share of Company Stock then outstanding shall be converted into Parent Merger Stock based on the Exchange Ratio. (d) Each share of the common stock, $0.00001 par value per share, stock of Merger Subsidiary then Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of the validly issued, fully paid and non-assessable authorized common stock of the Surviving Corporation, and such common stock of the Surviving Corporation issued on that conversion will constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time. (ec) IfImmediately following the execution of this Agreement, between the date Company shall mail or deliver to each Stockholder who, as of such time, has not consented in writing to the Merger a notice from the Company: (i) informing such Person of the approval by the board of directors of the Company of the entry into this Agreement and the Effective Timetransactions contemplated hereby and the receipt of the Stockholder Approval, (ii) including an information statement regarding the Company, the outstanding shares Merger and the transactions contemplated hereby, (iii) a notice required by Section 262(d)(2) of the DGCL informing any such Stockholder of their appraisal right with respect to the Merger pursuant to Section 262 of the DGCL and (iv) a Letter of Transmittal and Payment Instructions. (d) Shares of Company Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder who has not voted such shares in favor of the Merger and who has demanded or Parent Common Stock are changed may properly demand appraisal rights in the manner provided by Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a different number or class right to receive a portion of shares the Closing Consideration unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such appraisal rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by reason Section 262 of the DGCL. The Company shall keep the Purchaser reasonably informed of the status of any stock splitdemands for appraisal received by the Company, stock dividendwithdrawals of such demands, reverse stock split, reclassification, recapitalization or and any other similar transaction, then instruments related thereto served pursuant to the Exchange Ratio DGCL and received by the Company. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall be appropriately adjustedreceive payment therefore from the Purchaser in accordance with the DGCL; provided, however, that (a) if any issuance such holder of convertible debentures, warrants, options, or other derivative securities by Parent Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in a bridge financing will not cause for adjustment Section 262 of the Exchange Ratio. DGCL, (fb) No fractional if any such holder of Dissenting Shares shall have effectively withdrawn demand for appraisal of such shares or lost the right to appraisal and payment for shares under Section 262 of Parent Common Stock the DGCL or (c) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, such holder of Dissenting Shares shall forfeit the right to appraisal of such shares and each such Dissenting Share shall be issued treated as if it had been, as of the Effective Time, converted into a right to receive the applicable portion of the Closing Consideration, without interest thereon, as provided in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued, and in lieu thereof, if a fractional share Section 3.6 of Parent Common Stock would otherwise be issued to any Company stockholder, the number of shares of Parent Common Stock to be received by such Company stockholder who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be rounded up to the nearest whole sharethis Agreement.

Effect on Stock. At (a) As of the Effective Time, by virtue of the Merger and without any further action on the part of Parentany Holder, Merger Subsidiary, and subject to the Company or any stockholders thereofother provisions of this Section 3.7: (ai) Any shares Each issued and outstanding share of Company Series A Preferred Stock then held by shall be (x) converted into the Company or any wholly-owned Subsidiary right to receive, upon the surrender of the Company certificate formerly representing such share of Series A Preferred Stock, an amount equal to the portion of the Series A Preferred Redemption Amount set forth on the Closing Statement allocable to such share of Series A Preferred Stock and (or held in the Company’s treasuryy) immediately cancelled. (ii) Each issued and outstanding share of Common Stock shall be canceled and retired and shall cease (x) converted into the right to existreceive, upon the surrender of the certificate formerly representing such share of Common Stock, an amount equal to the Per Share Closing Consideration set forth on the Closing Statement, and no consideration shall be delivered in exchange therefor(y) immediately cancelled. (b) The Immediately prior to the Effective Time (i) each issued and outstanding share of Incentive Stock (whether or not then vested) shall vest and (ii) each issued and outstanding share of Incentive Stock shall automatically become convertible into shares of Parent Non-Voting Common Stock held by the Company (as of the date hereof shall have been canceled and retired as described provided in the Donation Certificate of Incorporation). As a result, all holders of Incentive Stock (other than holders of Dissenting Shares) shall be Closing Common Stockholders at the Effective Time and shall be entitled to Capital Agreementreceive their Per Share Closing Consideration pursuant to Section 3.6(b). (c) Each As of the Effective Time, by virtue of the Merger and without any action on the part of any Holder, each share of Company Stock then outstanding shall be converted into Parent Merger Stock based on the Exchange Ratio. (d) Each share of the common stock, $0.00001 par value per share, stock of Merger Subsidiary then Sub issued and outstanding shall immediately prior to the Effective Time will be converted into one share of the validly issued, fully paid and non-assessable authorized common stock of the Surviving Corporation, and such common stock of the Surviving Corporation issued on that conversion will constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time. (ed) IfShares of Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a Holder, between as applicable, who has not voted such shares in favor of the date Merger and who has properly demanded or may properly demand appraisal rights in the manner provided by Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive a portion of the Closing Consideration unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such appraisal rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 of the DGCL and promptly following the execution and delivery of this Agreement and the Effective TimeAgreement, the outstanding shares Company shall notify the holders of Company Stock or Parent Common Stock are changed into of their rights (if any) to demand appraisal of and payment for their shares pursuant to Section 262 of the DGCL, by sending a different number or class notice prepared in accordance with Section 262(d) of shares the DGCL that is accompanied by reason a copy of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then Section 262 of the Exchange Ratio DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall be appropriately adjustedreceive payment therefore from the Purchaser in accordance with the DGCL; provided, however, that (a) if any issuance such holder of convertible debenturesDissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of the DGCL, warrants(b) if any such holder of Dissenting Shares shall have effectively withdrawn demand for appraisal of such shares or lost the right to appraisal and payment for shares under Section 262 of the DGCL or (c) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, optionssuch holder of Dissenting Shares shall forfeit the right to appraisal of such shares and each such Dissenting Share shall be treated as if it had been, as of the Effective Time, converted into a right to receive the applicable portion of the Closing Consideration, without interest thereon, as provided in Section 3.6 of this Agreement. The Company shall give the Purchaser and the Stockholder Representative (i) prompt notice of any demands received by the Company for appraisal of any shares of Common Stock, (ii) a copy of each such demand, if any, and all related information requested by the Purchaser and (iii) the opportunity to participate in and control all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser in each instance, make any payment with respect to any such demands for appraisal, or other derivative securities by Parent in a bridge financing will not cause for adjustment settle, or offer to settle, or agree to do any of the Exchange Ratioforegoing. (f) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued, and in lieu thereof, if a fractional share of Parent Common Stock would otherwise be issued to any Company stockholder, the number of shares of Parent Common Stock to be received by such Company stockholder who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be rounded up to the nearest whole share.

Effect on Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentFlotek, Merger SubsidiaryAcquisition Sub, the Company Company, or any stockholders thereofthe Stockholders: (a) Any The shares of Company Stock then held by the Company or any wholly-owned Subsidiary voting common stock of the Company which are issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive (or i) an aggregate of US $49,500,000 in cash (the “Cash Portion”), and (ii) subject to the remainder of this Section 3.1, 3,284,180 shares of Flotek Common Stock (the “Flotek Shares”). The Cash Portion and the Flotek Shares are referred to, together, as the “Merger Consideration.” The Merger Consideration, as adjusted pursuant to this Section 3.1, shall be allocated among the Stockholders as set forth on Schedule 3.1 attached hereto and by this reference made a part hereof. Notwithstanding the foregoing, $5,000,000 of the Cash Portion and $5,000,000 worth of the Flotek Shares valued at the Closing Stock Value (the “Escrow Deposit”) shall be delivered at Closing to the Escrow Agent, to be held in the Company’s treasuryEscrow Account and disbursed therefrom by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement. (b) shall At the Effective Time, all shares of voting common stock of the Company issued and outstanding immediately prior to the Effective Time will no longer be canceled outstanding and all such pre-existing voting common stock of the Company will be cancelled and retired and shall will cease to exist, and no consideration shall be delivered each holder of a certificate formerly representing any such stock will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in exchange therefor. (b) The shares of Parent Common Stock held by the Company as of the date hereof shall have been canceled and retired as described in the Donation to Capital Agreementaccordance with this Article III. (c) Each share of Company Stock then outstanding shall be converted into Parent Merger Stock based on the Exchange Ratio. (d) Each share of the common stock, $0.00001 par value per share, of Merger Subsidiary then outstanding shall be converted into No certificates or scrip representing less than one share of the validly issued, fully paid and non-assessable authorized common stock of the Surviving Corporation. (e) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted; provided, however, that any issuance of convertible debentures, warrants, options, or other derivative securities by Parent in a bridge financing will not cause for adjustment of the Exchange Ratio. (f) No fractional shares of Parent Flotek Common Stock shall be issued in connection with as part of the Merger, and no certificates or scrip for Merger Consideration. In lieu of any such fractional shares shall be issuedshare, and in lieu thereof, if a fractional share of Parent Common Stock would otherwise be issued to any Company stockholder, the number of shares of Parent Common Stock to be received by such Company stockholder each Stockholder who would otherwise be have been entitled to a fraction of a share of Parent Flotek Common Stock (after aggregating all fractional shares of Parent Flotek Common Stock issuable to be received by such holderholder pursuant to the Merger) shall be rounded up paid in cash (without interest) an amount equal to such fraction multiplied by the nearest whole shareClosing Stock Value.