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

Events Occurring Prior to the Closing. (1) Prior to the Effective Merger Date, the Board of Directors and the stockholders of BLAST shall 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 one-to-one basis, and immediately thereafter (ii) all of BLAST’s then outstanding shares of BLAST Common Stock (including BLAST Common Stock from the newly converted BLAST Preferred Stock) shall be reverse split as described below. As a result of 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 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 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 right to receive shares of BLAST as adjusted for the Blast Conversion Ratio (including 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 “Preferred 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 SEC under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which it shall issue not less than 4,000,000 and not more than 25,000,000 shares of PEDCO Series A Preferred Stock (the “Private Placement”). All of the shares of PEDCO Series A Preferred Stock issued as part of the Private Placement shall be included in the shares of PEDCO that are outstanding at the time of the Merger and shall be converted or exchanged in the Merger in accordance with Section 3(c)(2) below.

Events Occurring Prior to the Closing. (1) Prior to the Effective Merger DateDate of the Merger, the Board of Directors and the stockholders shareholders of BLAST VIGS shall duly authorize, effect authorize 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 oneapprove an eighty-tofor-one basis, and immediately thereafter (ii80:1) all reverse stock split (the “Reverse Split”) of BLAST’s then outstanding shares of BLAST VIGS Common Stock (including BLAST Common Stock from Stock. In connection with the newly converted BLAST Preferred Stock) shall be reverse split as described below. As a result of the Amendment of the ArticlesReverse Split, the total number of issued and outstanding shares of BLAST VIGS 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 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, held by each outstanding share of BLAST Common Stock stockholder will be converted automatically into that the number of whole shares of BLAST VIGS 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 (ai) the BLAST Conversion Amount divided by (b) the total number of issued and outstanding shares of Common Stock, Preferred Stock, options and warrants issued or issuable Stock held by BLAST such stockholder immediately prior to the conversion Reverse Split, divided by (the “Conversion”), as further described in the Restated Articles of Incorporationii) 80. 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 right to receive shares of BLAST as adjusted for the Blast Conversion Ratio (including 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 The VIGS Preferred Stock shall be converted into BLAST Common Stock under remain unaffected by 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) belowReverse Split. No fractional shares will be issued in connection with the foregoing conversion issued, and reverse splitno cash or other consideration will be paid. Instead of issuing fractional shares, BLAST VIGS will issue one full share of the post-Amendment of the Articles BLAST Reverse Split VIGS 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 StateReverse Split; (2) Prior to the Effective Merger Date, and further in connection with the Amendment Date of the Articles aboveMerger, the Board of Directors of BLAST VIGS shall duly authorize the Amendment of the Articles Amended and the filing of the Restated Articles of Incorporation of VIGS in substantially the form attached hereto as Exhibit A B (the “VIGS Amended Articles”) so that BLAST VIGS 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, par value $0.001par value 0.001 per share ("“VIGS Common Stock"”), of which not more than 2,400,000 which, 943,675 shares (including shares issuable upon exercise or conversion of convertible securities) will be issued and outstanding immediately prior to as the Effective Merger DateDate of the Merger; and 100,000,000 50,000,000 authorized shares of VIGS Preferred Stock, including (a) 25,000,000 5,000 authorized shares of Series A Preferred Stock, $0.001 par value per share Stock of VIGS ("“VIGS Series A Preferred Stock"”), of which no shares will be issued and outstanding as of immediately prior to the Effective Merger Date, and par value $0.001 per share (b) 75,000,000 49,995,000 remaining undesignated authorized shares of preferred stock stock, ("“VIGS Undesignated Preferred Stock"”), of which none will be issued and outstanding as of immediately prior to the date of the Effective Date of the Merger Date (collectively, the VIGS Series A Preferred Stock Stock, and the Undesignated Preferred Stock shall be collectively referred to herein as the “VIGS Amended Preferred Stock”); and. 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 Merger DateDate of the Merger, PEDCO Xxxxxx shall (i) close its Private Placement private offerings under Regulation D, Rule 506, and Regulation S, each as promulgated by the SEC Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which it shall will issue not less than 4,000,000 and not more than 25,000,000 up to 6,947,334 additional shares of PEDCO Xxxxxx Series A B Preferred Stock (collectively, the “Private Placement”). All of the shares of PEDCO Xxxxxx Series A B Preferred Stock issued as part of the Private Placement shall be included in the shares of PEDCO Xxxxxx that are outstanding at the time of the Merger and shall be converted or exchanged in the Merger in accordance with Section 3(c)(22(c)(1) below.

Events Occurring Prior to the Closing. (1) Prior to the Effective Merger DateOn March 5, 2015, Aurios’ board of directors unanimously approved, and recommends that its stockholders approve, the Board of Directors Amended and the stockholders of BLAST shall 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 one-to-one basis, and immediately thereafter (ii) all of BLAST’s then outstanding shares of BLAST Common Stock (including BLAST Common Stock from the newly converted BLAST Preferred Stock) shall be reverse split as described below. As a result of 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 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 Aurios in the form attached hereto as Exhibit B (the “Blast Conversion RatioAurios Amended Articles”) equal to the Company’s Articles of Incorporation, as previously amended, to implement, if and when the Aurios board of directors (athe “Board”) deems appropriate, a reverse stock split of the BLAST Conversion Amount divided 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 (b) its stockholders and expiring on the total number earlier of shares the date of Common StockAurios’ 2016 Annual Meeting of Stockholders or April 6, Preferred Stock2016. This proposal may be abandoned by the Board, options without further action by the stockholders, at any time before or after the Annual Meeting and warrants issued or issuable by BLAST immediately prior to the conversion date and time at which the Reverse Stock Split becomes effective (or filed with the Secretary of State) (the “ConversionEffective Date”), as further described in ) if for any reason the Restated Articles of Incorporation. Each outstanding option, warrant and right Board deems it advisable to receive shares of BLAST prior to abandon the Conversion shall by its terms automatically evidence an option, warrant or right to receive shares of BLAST as adjusted for the Blast Conversion Ratio (including 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) belowproposal. No fractional shares will be issued in connection with the foregoing conversion issued, and reverse split. Instead of issuing fractional shares, BLAST will issue any Aurios stockholder holding less than one full whole share of the post-Amendment of the Articles BLAST Aurios Common Stock after the Reverse Stock Split shall be paid either in cash, rounding up to any stockholder the nearest whole cent, who otherwise would have received a fractional share as a result of the Amendment Reverse Stock Split, or in shares rounded to the nearest whole share, at the discretion 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 StateBoard; (2) Prior to the Effective Merger Date, and further in connection with the Amendment Date of the Articles aboveMerger, the Board and stockholders of Directors of BLAST Aurios shall duly authorize the Amendment of the Articles this Agreement and the filing of the Amended and Restated Articles of Incorporation of Aurios in substantially the form attached hereto as Exhibit A B (the “Aurios Amended Articles”) so that BLAST Aurios shall have an authorized capitalization consisting of 300,000,000 shares of capital stock, which shall consist of 200,000,000 one hundred ninety million (190,000,000) shares of common stock, $0.001par no par value per share ("the “Amended Aurios Common Stock"”), of which not which, no more than 2,400,000 shares four million five hundred ninety-seven thousand five hundred (including shares issuable upon exercise or conversion of convertible securities4,597,500) 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 (on a pre-Reverse Stock Split basis) as of immediately prior to the Effective Date of the Merger Date(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 (b10,000,000) 75,000,000 remaining undesignated authorized shares of preferred stock stock, no par value ("Undesignated the “Amended Aurios Preferred Stock"”), of which which, none will be issued and outstanding as of immediately prior to the Effective Merger Date of the Merger. Upon receipt of the necessary stockholder approval (which Aurios covenants to obtain), the Series A Preferred Stock and Board of Aurios shall cause the Undesignated Preferred Stock shall Aurios Amended Articles to be collectively referred to herein as filed with the “Preferred Stock”); andArizona Secretary of State. (3) It is currently contemplated that prior to the Effective Merger DateDate of the Merger, PEDCO both Aurios and iPayMobil shall (i) close its Private Placement private offerings and any other compensatory issuances under Regulation D, Rule 506, and Regulation S, each as promulgated by the SEC Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which it shall Aurios and iPayMobil may issue not less than 4,000,000 and not more than 25,000,000 additional shares of PEDCO Series A Preferred Stock their common stock (the “Private Placement”). All of the shares of PEDCO Series A Preferred Stock iPayMobil common stock issued as part of the its Private Placement shall be included in added to the shares of PEDCO iPayMobil that are outstanding at the time of the Merger and shall be converted or exchanged in the Merger in accordance with Section 3(c)(22(c)(1) below.

Events Occurring Prior to the Closing. (1) Prior to the Effective Date of the Merger Date, the Board of Directors and the stockholders shareholders of BLAST VIGS shall duly authorize, effect authorize 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 oneapprove an eighty-tofor-one basis, and immediately thereafter (ii80:1) all reverse stock split (the “Reverse Split") of BLAST’s then outstanding shares of BLAST VIGS Common Stock (including BLAST Common Stock from Stock. In connection with the newly converted BLAST Preferred Stock) shall be reverse split as described below. As a result of the Amendment of the ArticlesReverse Split, the total number of issued and outstanding shares of BLAST VIGS 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 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, held by each outstanding share of BLAST Common Stock stockholder will be converted automatically into that the number of whole shares of BLAST VIGS 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 (ai) the BLAST Conversion Amount divided by (b) the total number of issued and outstanding shares of Common Stock, Preferred Stock, options and warrants issued or issuable Stock held by BLAST such stockholder immediately prior to the conversion Reverse Split, divided by (the “Conversion”), as further described in the Restated Articles of Incorporationii) 80. 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 right to receive shares of BLAST as adjusted for the Blast Conversion Ratio (including 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 The VIGS Preferred Stock shall be converted into BLAST Common Stock under remain unaffected by 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) belowReverse Split. No fractional shares will be issued in connection with the foregoing conversion issued, and reverse splitno cash or other consideration will be paid. Instead of issuing fractional shares, BLAST VIGS will issue one full share of the post-Amendment of the Articles BLAST Reverse Split VIGS 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 StateReverse Split; (2) Prior to the Effective Merger Date, and further in connection with the Amendment Date of the Articles aboveMerger, the Board of Directors of BLAST VIGS shall duly authorize the Amendment of the Articles Amended and the filing of the Restated Articles of Incorporation of VIGS in substantially the form attached hereto as Exhibit A B (the “VIGS Amended Articles”) so that BLAST VIGS 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 0.0001 par value per share ("VIGS Common Stock"), of which not more than 2,400,000 which, 943,675 shares (including shares issuable upon exercise or conversion of convertible securities) will be issued and outstanding immediately prior to as the Effective Date of the Merger Date(which includes an additional 125,000 post Reverse Split shares issued in connection with legal services); and 100,000,000 50,000,000 authorized shares of Preferred Stock, including (a) 25,000,000 5,000,000 authorized shares of Series A Preferred Stock, $0.001 0.0001 par value per share ("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 as of immediately prior to the Effective Merger DateDate 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 (bd) 75,000,000 25,000,000 remaining undesignated authorized shares of preferred stock stock, ("VIGS Undesignated Preferred Stock"), of which none will be issued and outstanding as of immediately prior to the date of the Effective Date of the Merger Date (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 “VIGS Preferred Stock”); and. 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 Merger DateDate of the Merger, PEDCO Xxxxxx shall (i) close its Private Placement private offerings under Regulation D, Rule 506, and Regulation S, each as promulgated by the SEC Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which it shall will issue not less than 4,000,000 and not more than 25,000,000 up to 8,381,667 additional shares of PEDCO Xxxxxx Series A B Preferred Stock and 2,700 additional shares of Series C Preferred Stock (collectively, the “Private Placement”). All of the shares of PEDCO Xxxxxx Series A B Preferred Stock and Xxxxxx Series C Preferred Stock issued as part of the Private Placement shall be included in the shares of PEDCO Xxxxxx that are outstanding at the time of the Merger and shall be converted or exchanged in the Merger in accordance with Section 3(c)(22(c)(1) below.