Common use of Events Occurring Prior to the Closing Clause in Contracts

Events Occurring Prior to the Closing. (1) Prior to the Merger becoming effective under Nevada law, SMI shall raise a minimum of $850,000 in gross offering proceeds from the sale of SMI Common Stock and Units in two or more private placements (collectively, the “Financing”) under Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). There is no maximum amount that SMI may raise in the Financing, and the amount of proceeds raised in the Financing from the sale of Units may exceed $1,750,000. Each “Unit” shall consist of one share of SMI Common Stock and one or more common stock purchase warrants (the common stock purchase warrants to be issued as part of the Units are herein referred to as the “Unit Warrants”). The anticipated price of the Units will be $1 per Unit, although the price of the SMI Common Stock and the Units, and the terms of the Unit Warrants shall be established by SMI in its sole discretion and the price of the Units may be lower than $1 per Unit. All of the shares of SMI Common Stock issued as part of the foregoing Units pursuant to this Section 2(b) shall be included in the shares of SMI that are outstanding at the time of the Merger and will be converted/exchanged in the Merger accordance with Section 2(c)(1) below, and all Unit Warrants will be exchanged for warrants to purchase Patco Common Stock in accordance with Section 2(d)(1) below. (2) Prior to the Merger and the Financing, SMI will effect a forward stock split of the outstanding shares of SMI Common Stock (the “SMI Stock Split”) necessary to bring the number of fully diluted shares of SMI Common Stock to 9,175,000 shares immediately prior to the Merger. For the purposes of this Agreement, the phrase “fully diluted shares of SMI Common Stock” shall mean (i) all shares of SMI Common Stock actually outstanding, plus (ii) all shares of SMI Common Stock issuable upon the exercise of all then outstanding options and warrants, other than the Unit Warrants. The 9,175,000 share number is based on SMI raising no more than $1,750,000 from the sale of Units in the Financing. In the event that SMI sells more than $1,750,000 of Units in the Financing, the 9,175,000 share number shall be increased on a one-for-one basis for all (x) shares and (y) all Unit Warrants issued by SMI as part of the Units to in excess of the $1,750,000 of Units. The number of shares of Patco Common Stock to be issued pursuant to Section 2(c)(1) below, and the options and warrants to be issued by Patco pursuant to Section 2(d)(1), shall be determined after the completion of the SMI Stock Split. (3) Prior to the Merger, Patco will effect a reverse stock split of approximately .00434 for one of the outstanding shares of Patco Common Stock (the “Patco Stock Split”) so that Patco will have 825,000 shares of Patco Common Stock issued and outstanding immediately prior to the Merger.

Events Occurring Prior to the Closing. (1) On March 5, 2015, Aurios’ board of directors unanimously approved, and recommends that its stockholders approve, the Amended and Restated Articles of Incorporation of Aurios in the form attached hereto as Exhibit B (the “Aurios Amended Articles”) to the Company’s Articles of Incorporation, as previously amended, to implement, if and when the Aurios board of directors (the “Board”) deems appropriate, a reverse stock split of the capital stock of Aurios at a ratio of between 1-for-1,000 and 1-for-2, to be effective at the time that the Aurios Amended Articles are filed with the Secretary of State of the State of Nevada (the “Reverse Stock Split”) upon the re-domicile and reincorporation of Aurios. The Board, at its discretion, may effectuate the Reverse Stock Split for a period beginning on the date the Reverse Stock Split is approved by its stockholders and expiring on the earlier of the date of Aurios’ 2016 Annual Meeting of Stockholders or April 6, 2016. This proposal may be abandoned by the Board, without further action by the stockholders, at any time before or after the Annual Meeting and prior to the date and time at which the Reverse Stock Split becomes effective (or filed with the Secretary of State) (the “Effective Date”) if for any reason the Board deems it advisable to abandon the proposal. No fractional shares will be issued, and any Aurios stockholder holding less than one whole share of Aurios Common Stock after the Reverse Stock Split shall be paid either in cash, rounding up to the nearest whole cent, who otherwise would have received a fractional share as a result of the Reverse Stock Split, or in shares rounded to the nearest whole share, at the discretion of the Board; (2) Prior to the Merger becoming effective under Nevada law, SMI shall raise a minimum Effective Date of $850,000 in gross offering proceeds from the sale of SMI Common Stock and Units in two or more private placements (collectivelyMerger, the Board and stockholders of Aurios shall duly authorize this Agreement and the Amended and Restated Articles of Incorporation of Aurios in the form attached hereto as Exhibit B (the “FinancingAurios Amended Articles”) so that Aurios shall have an authorized capitalization consisting of one hundred ninety million (190,000,000) shares of common stock, no par value (the “Amended Aurios Common Stock”), of which, no more than four million five hundred ninety-seven thousand five hundred (4,597,500) shares will be issued and outstanding (on a pre-Reverse Stock Split basis) as of the Effective Date of the Merger (which does not include 500,000 pre-Reverse Stock Split common shares, no par value, which are to be issued after the Merger for legal services), and ten million (10,000,000) shares of preferred stock, no par value (the “Amended Aurios Preferred Stock”), of which, none will be issued and outstanding as of the Effective Date of the Merger. Upon receipt of the necessary stockholder approval (which Aurios covenants to obtain), the Board of Aurios shall cause the Aurios Amended Articles to be filed with the Arizona Secretary of State. (3) It is currently contemplated that prior to the Effective Date of the Merger, both Aurios and iPayMobil shall (i) close its private offerings and any other compensatory issuances under Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). There is no maximum amount that SMI , pursuant to which Aurios and iPayMobil may raise in the Financing, and the amount issue additional shares of proceeds raised in the Financing from the sale of Units may exceed $1,750,000. Each “Unit” shall consist of one share of SMI Common Stock and one or more their common stock purchase warrants (the “Private Placement”). All shares of iPayMobil common stock purchase warrants to be issued as part of the Units are herein referred to as the “Unit Warrants”). The anticipated price of the Units will be $1 per Unit, although the price of the SMI Common Stock and the Units, and the terms of the Unit Warrants its Private Placement shall be established by SMI in its sole discretion and the price of the Units may be lower than $1 per Unit. All of added to the shares of SMI Common Stock issued as part of the foregoing Units pursuant to this Section 2(b) shall be included in the shares of SMI iPayMobil that are outstanding at the time of the Merger and will shall be converted/converted or exchanged in the Merger in accordance with Section 2(c)(1) below, and all Unit Warrants will be exchanged for warrants to purchase Patco Common Stock in accordance with Section 2(d)(1) below. (2) Prior to the Merger and the Financing, SMI will effect a forward stock split of the outstanding shares of SMI Common Stock (the “SMI Stock Split”) necessary to bring the number of fully diluted shares of SMI Common Stock to 9,175,000 shares immediately prior to the Merger. For the purposes of this Agreement, the phrase “fully diluted shares of SMI Common Stock” shall mean (i) all shares of SMI Common Stock actually outstanding, plus (ii) all shares of SMI Common Stock issuable upon the exercise of all then outstanding options and warrants, other than the Unit Warrants. The 9,175,000 share number is based on SMI raising no more than $1,750,000 from the sale of Units in the Financing. In the event that SMI sells more than $1,750,000 of Units in the Financing, the 9,175,000 share number shall be increased on a one-for-one basis for all (x) shares and (y) all Unit Warrants issued by SMI as part of the Units to in excess of the $1,750,000 of Units. The number of shares of Patco Common Stock to be issued pursuant to Section 2(c)(1) below, and the options and warrants to be issued by Patco pursuant to Section 2(d)(1), shall be determined after the completion of the SMI Stock Split. (3) Prior to the Merger, Patco will effect a reverse stock split of approximately .00434 for one of the outstanding shares of Patco Common Stock (the “Patco Stock Split”) so that Patco will have 825,000 shares of Patco Common Stock issued and outstanding immediately prior to the Merger.

Events Occurring Prior to the Closing. (1) Prior to the Merger becoming effective under Nevada lawEffective Date of the Merger, SMI the Board of Directors and the shareholders of VIGS shall raise a minimum duly authorize and approve an eighty-for-one (80:1) reverse stock split (the “Reverse Split”) of $850,000 in gross offering proceeds from VIGS Common Stock. In connection with the sale Reverse Split, the total number of SMI issued and outstanding shares of VIGS Common Stock held by each stockholder will be converted automatically into the number of whole shares of VIGS Common Stock equal to (i) the number of issued and Units outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Split, divided by (ii) 80. The VIGS Preferred Stock shall remain unaffected by the Reverse Split. No fractional shares will be issued, and no cash or other consideration will be paid. Instead of issuing fractional shares, VIGS will issue one full share of the post-Reverse Split VIGS Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Split; (2) Prior to the Effective Date of the Merger, the Board of Directors of VIGS shall duly authorize the Amended and Restated Articles of Incorporation of VIGS in two or more private placements the form attached hereto as Exhibit B (the “VIGS Amended Articles”) so that VIGS shall have an authorized capitalization consisting of 200,000,000 shares of common stock, par value $0.001 per share (“VIGS Common Stock”), of which, 943,675 shares will be issued and outstanding as the Effective Date of the Merger; and 50,000,000 authorized shares of VIGS Preferred Stock, including (a) 5,000 authorized shares of Series A Preferred Stock of VIGS (“VIGS Series A Preferred Stock”), par value $0.001 per share (b) 49,995,000 remaining undesignated authorized shares of preferred stock, (“VIGS Undesignated Preferred Stock”), of which none will be issued and outstanding as of the date of the Effective Date of the Merger (collectively, the VIGS Series A Preferred Stock, and the Undesignated Preferred Stock shall be collectively referred to herein as the “FinancingVIGS Amended Preferred Stock”). Upon receipt of the necessary shareholder approval (which VIGS covenants to obtain), the Board of Directors of VIGS shall cause the VIGS Amended Articles to be filed with the Nevada Secretary of State. (3) It is currently contemplated that prior to the Effective Date of the Merger, Xxxxxx shall (i) close its private offerings under Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). There is no maximum amount that SMI may raise in the Financing, and the amount pursuant to which it will issue up to 6,947,334 additional shares of proceeds raised in the Financing from the sale of Units may exceed $1,750,000. Each “Unit” shall consist of one share of SMI Common Xxxxxx Series B Preferred Stock and one or more common stock purchase warrants (the common stock purchase warrants to be issued as part of the Units are herein referred to as collectively, the “Unit WarrantsPrivate Placement”). The anticipated price of the Units will be $1 per Unit, although the price of the SMI Common Stock and the Units, and the terms of the Unit Warrants shall be established by SMI in its sole discretion and the price of the Units may be lower than $1 per Unit. All of the shares of SMI Common Xxxxxx Series B Preferred Stock issued as part of the foregoing Units pursuant to this Section 2(b) Private Placement shall be included in the shares of SMI Xxxxxx that are outstanding at the time of the Merger and will shall be converted/converted or exchanged in the Merger in accordance with Section 2(c)(1) below, and all Unit Warrants will be exchanged for warrants to purchase Patco Common Stock in accordance with Section 2(d)(1) below. (2) Prior to the Merger and the Financing, SMI will effect a forward stock split of the outstanding shares of SMI Common Stock (the “SMI Stock Split”) necessary to bring the number of fully diluted shares of SMI Common Stock to 9,175,000 shares immediately prior to the Merger. For the purposes of this Agreement, the phrase “fully diluted shares of SMI Common Stock” shall mean (i) all shares of SMI Common Stock actually outstanding, plus (ii) all shares of SMI Common Stock issuable upon the exercise of all then outstanding options and warrants, other than the Unit Warrants. The 9,175,000 share number is based on SMI raising no more than $1,750,000 from the sale of Units in the Financing. In the event that SMI sells more than $1,750,000 of Units in the Financing, the 9,175,000 share number shall be increased on a one-for-one basis for all (x) shares and (y) all Unit Warrants issued by SMI as part of the Units to in excess of the $1,750,000 of Units. The number of shares of Patco Common Stock to be issued pursuant to Section 2(c)(1) below, and the options and warrants to be issued by Patco pursuant to Section 2(d)(1), shall be determined after the completion of the SMI Stock Split. (3) Prior to the Merger, Patco will effect a reverse stock split of approximately .00434 for one of the outstanding shares of Patco Common Stock (the “Patco Stock Split”) so that Patco will have 825,000 shares of Patco Common Stock issued and outstanding immediately prior to the Merger.

Events Occurring Prior to the Closing. (1) Prior to the Effective Merger becoming effective under Nevada lawDate, SMI the Board of Directors and the stockholders of BLAST shall raise duly authorize, effect and consummate the filing of the Amendment of the Articles, whereby (i) all of the then outstanding shares of BLAST Series A and Series B Preferred Stock shall be converted into shares of BLAST Common Stock on a minimum one-to-one basis, and immediately thereafter (ii) all of $850,000 in gross offering proceeds BLAST’s then outstanding shares of BLAST Common Stock (including BLAST Common Stock from the sale newly converted BLAST Preferred Stock) shall be reverse split as described below. As a result of SMI the Amendment of the Articles, the total number of issued and outstanding shares of BLAST Common Stock outstanding immediately after the Amendment of the Articles but immediately prior to the Effective Merger Date, shall not exceed 2,400,000 shares on a fully-diluted, as converted basis (including shares of BLAST Common Stock issuable upon exercise or conversion of all outstanding warrants, options and Units shares reserved for future issuance (including the Class Action Shares) and other convertible securities, but not including any unissued amounts reserved under any stock option pool) (2,400,000 shall hereinafter be referred to as the “BLAST Conversion Amount”), and BLAST shall not have any outstanding shares of preferred stock immediately prior to the Effective Merger Date. In connection with the Amendment to the Articles, each outstanding share of BLAST Common Stock will be converted automatically into that number of whole shares of BLAST Common Stock under the Restated Articles of Incorporation equal to such number of shares of BLAST Common Stock multiplied by a fraction (the “Blast Conversion Ratio”) equal to (a) the BLAST Conversion Amount divided by (b) the total number of shares of Common Stock, Preferred Stock, options and warrants issued or issuable by BLAST immediately prior to the conversion (the “Conversion”), as further described in two the Restated Articles of Incorporation. Each outstanding option, warrant and right to receive shares of BLAST prior to the Conversion shall by its terms automatically evidence an option, warrant or more private placements right to receive shares of BLAST as adjusted for the Blast Conversion Ratio (collectivelyincluding the total number of shares issuable in connection therewith and the exercise or conversion price of such security, as applicable), as further described in the Restated Articles of Incorporation. For clarification, all outstanding shares of BLAST Preferred Stock shall be converted into BLAST Common Stock under the Restated Articles of Incorporation at the consummation of the Amendment of the Articles, and then shall be subject to the reverse split. The BLAST Conversion Amount may be reduced as described in Section 14(l) below. No fractional shares will be issued in connection with the foregoing conversion and reverse split. Instead of issuing fractional shares, BLAST will issue one full share of the post-Amendment of the Articles BLAST Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Amendment of the Articles. In connection with the Amendment of the Articles, upon receipt of the necessary stockholder approval, the Board of Directors of BLAST shall cause the Restated Articles of Incorporation to be filed with the Texas Secretary of State; (2) Prior to the Effective Merger Date, and further in connection with the Amendment of the Articles above, the Board of Directors of BLAST shall duly authorize the Amendment of the Articles and the filing of the Restated Articles of Incorporation in substantially the form attached hereto as Exhibit A so that BLAST shall have an authorized capitalization consisting of 300,000,000 shares of capital stock, which shall consist of 200,000,000 shares of common stock, $0.001par value per share ("Common Stock"), of which not more than 2,400,000 shares (including shares issuable upon exercise or conversion of convertible securities) will be issued and outstanding immediately prior to the Effective Merger Date; and 100,000,000 authorized shares of Preferred Stock, including (a) 25,000,000 authorized shares of Series A Preferred Stock, $0.001 par value per share ("Series A Preferred Stock"), of which no shares will be issued and outstanding as of immediately prior to the Effective Merger Date, and (b) 75,000,000 remaining undesignated authorized shares of preferred stock ("Undesignated Preferred Stock"), of which none will be issued and outstanding as of immediately prior to the Effective Merger Date (the Series A Preferred Stock and the Undesignated Preferred Stock shall be collectively referred to herein as the “FinancingPreferred Stock”); and (3) It is currently contemplated that prior to the Effective Merger Date, PEDCO shall (i) close its Private Placement under Regulation D, Rule 506, and Regulation S, each as promulgated by the Securities and Exchange Commission (“SEC”) SEC under the Securities Act of 1933, as amended (the “Securities Act”). There is no maximum amount that SMI may raise in the Financing, pursuant to which it shall issue not less than 4,000,000 and the amount not more than 25,000,000 shares of proceeds raised in the Financing from the sale of Units may exceed $1,750,000. Each “Unit” shall consist of one share of SMI Common PEDCO Series A Preferred Stock and one or more common stock purchase warrants (the common stock purchase warrants to be issued as part of the Units are herein referred to as the “Unit WarrantsPrivate Placement”). The anticipated price of the Units will be $1 per Unit, although the price of the SMI Common Stock and the Units, and the terms of the Unit Warrants shall be established by SMI in its sole discretion and the price of the Units may be lower than $1 per Unit. All of the shares of SMI Common PEDCO Series A Preferred Stock issued as part of the foregoing Units pursuant to this Section 2(b) Private Placement shall be included in the shares of SMI PEDCO that are outstanding at the time of the Merger and will shall be converted/converted or exchanged in the Merger accordance with Section 2(c)(1) below, and all Unit Warrants will be exchanged for warrants to purchase Patco Common Stock in accordance with Section 2(d)(13(c)(2) below. (2) Prior to the Merger and the Financing, SMI will effect a forward stock split of the outstanding shares of SMI Common Stock (the “SMI Stock Split”) necessary to bring the number of fully diluted shares of SMI Common Stock to 9,175,000 shares immediately prior to the Merger. For the purposes of this Agreement, the phrase “fully diluted shares of SMI Common Stock” shall mean (i) all shares of SMI Common Stock actually outstanding, plus (ii) all shares of SMI Common Stock issuable upon the exercise of all then outstanding options and warrants, other than the Unit Warrants. The 9,175,000 share number is based on SMI raising no more than $1,750,000 from the sale of Units in the Financing. In the event that SMI sells more than $1,750,000 of Units in the Financing, the 9,175,000 share number shall be increased on a one-for-one basis for all (x) shares and (y) all Unit Warrants issued by SMI as part of the Units to in excess of the $1,750,000 of Units. The number of shares of Patco Common Stock to be issued pursuant to Section 2(c)(1) below, and the options and warrants to be issued by Patco pursuant to Section 2(d)(1), shall be determined after the completion of the SMI Stock Split. (3) Prior to the Merger, Patco will effect a reverse stock split of approximately .00434 for one of the outstanding shares of Patco Common Stock (the “Patco Stock Split”) so that Patco will have 825,000 shares of Patco Common Stock issued and outstanding immediately prior to the Merger.

Events Occurring Prior to the Closing. (1) Prior to the Effective Date of the Merger becoming effective under Nevada law, SMI the Board of Directors and the shareholders of VIGS shall raise a minimum duly authorize and approve an eighty-for-one (80:1) reverse stock split (the “Reverse Split") of $850,000 in gross offering proceeds from VIGS Common Stock. In connection with the sale Reverse Split, the total number of SMI issued and outstanding shares of VIGS Common Stock held by each stockholder will be converted automatically into the number of whole shares of VIGS Common Stock equal to (i) the number of issued and Units outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Split, divided by (ii) 80. The VIGS Preferred Stock shall remain unaffected by the Reverse Split. No fractional shares will be issued, and no cash or other consideration will be paid. Instead of issuing fractional shares, VIGS will issue one full share of the post-Reverse Split VIGS Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Split; (2) Prior to the Effective Date of the Merger, the Board of Directors of VIGS shall duly authorize the Amended and Restated Articles of Incorporation of VIGS in two or more private placements the form attached hereto as Exhibit B (the “VIGS Amended Articles”) so that VIGS shall have an authorized capitalization consisting of 200,000,000 shares of common stock, $0.0001 par value ("VIGS Common Stock"), of which, 943,675 shares will be issued and outstanding as the Effective Date of the Merger (which includes an additional 125,000 post Reverse Split shares issued in connection with legal services); and 50,000,000 authorized shares of Preferred Stock, including (a) 5,000,000 authorized shares of Series A Preferred Stock, $0.0001 par value ("VIGS Series A Preferred Stock"), of which, no shares will be issued and outstanding as of the Effective Date of the Merger (b) 20,000,000 authorized shares of Series B Preferred Stock, $0.0001 par value ("VIGS Series B Preferred Stock"), of which no shares will be issued and outstanding the Effective Date of the Merger, (c) 5,000 authorized shares of Series C Preferred Stock, $0.0001 par value ("VIGS Series C Preferred Stock"), of which no shares will issued and outstanding as the Effective Date of the Merger, and (d) 25,000,000 remaining undesignated authorized shares of preferred stock, ("VIGS Undesignated Preferred Stock"), of which none will be issued and outstanding as of the date of the Effective Date of the Merger (collectively, the VIGS Series A Preferred Stock, the VIGS Series B Preferred Stock, the VIGS Series C Preferred Stock and the Undesignated Preferred Stock shall be collectively referred to herein as the “FinancingVIGS Preferred Stock”). Upon receipt of the necessary shareholder approval (which VIGS covenants to obtain), the Board of Directors of VIGS shall cause the VIGS Amended Articles to be filed with the Nevada Secretary of State. (3) It is currently contemplated that prior to the Effective Date of the Merger, Xxxxxx shall (i) close its private offerings under Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission (“"SEC”") under the Securities Act of 1933, as amended (the “Securities Act”). There is no maximum amount that SMI may raise in the Financing, and the amount pursuant to which it will issue up to 8,381,667 additional shares of proceeds raised in the Financing from the sale of Units may exceed $1,750,000. Each “Unit” shall consist of one share of SMI Common Xxxxxx Series B Preferred Stock and one or more common stock purchase warrants 2,700 additional shares of Series C Preferred Stock (the common stock purchase warrants to be issued as part of the Units are herein referred to as collectively, the “Unit WarrantsPrivate Placement”). The anticipated price of the Units will be $1 per Unit, although the price of the SMI Common Stock and the Units, and the terms of the Unit Warrants shall be established by SMI in its sole discretion and the price of the Units may be lower than $1 per Unit. All of the shares of SMI Common Xxxxxx Series B Preferred Stock and Xxxxxx Series C Preferred Stock issued as part of the foregoing Units pursuant to this Section 2(b) Private Placement shall be included in the shares of SMI Xxxxxx that are outstanding at the time of the Merger and will shall be converted/converted or exchanged in the Merger in accordance with Section 2(c)(1) below, and all Unit Warrants will be exchanged for warrants to purchase Patco Common Stock in accordance with Section 2(d)(1) below. (2) Prior to the Merger and the Financing, SMI will effect a forward stock split of the outstanding shares of SMI Common Stock (the “SMI Stock Split”) necessary to bring the number of fully diluted shares of SMI Common Stock to 9,175,000 shares immediately prior to the Merger. For the purposes of this Agreement, the phrase “fully diluted shares of SMI Common Stock” shall mean (i) all shares of SMI Common Stock actually outstanding, plus (ii) all shares of SMI Common Stock issuable upon the exercise of all then outstanding options and warrants, other than the Unit Warrants. The 9,175,000 share number is based on SMI raising no more than $1,750,000 from the sale of Units in the Financing. In the event that SMI sells more than $1,750,000 of Units in the Financing, the 9,175,000 share number shall be increased on a one-for-one basis for all (x) shares and (y) all Unit Warrants issued by SMI as part of the Units to in excess of the $1,750,000 of Units. The number of shares of Patco Common Stock to be issued pursuant to Section 2(c)(1) below, and the options and warrants to be issued by Patco pursuant to Section 2(d)(1), shall be determined after the completion of the SMI Stock Split. (3) Prior to the Merger, Patco will effect a reverse stock split of approximately .00434 for one of the outstanding shares of Patco Common Stock (the “Patco Stock Split”) so that Patco will have 825,000 shares of Patco Common Stock issued and outstanding immediately prior to the Merger.