Common use of Exchange Ratio for Company Common Stock Clause in Contracts

Exchange Ratio for Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b) shall be converted into the right to receive an amount of fully paid and nonassessable shares of common stock, $0.0001 par value, of Parent (“Parent Common Stock”) equal to the Conversion Number (as defined below), subject to adjustment as may be otherwise set forth in this Agreement. Each share of preferred stock of Company (the “Company Preferred Stock”) shall be converted into the right to receive an amount of fully paid and nonassesable shares of preferred stock of Parent (the “Parent Preferred Stock”) equal to the Conversion Number for the Company’s Preferred Stock, subject to adjustment as may be otherwise set forth in this Agreement. All such shares of Company Common Stock and Company Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock, or Parent Preferred Stock, as the case may be, to be issued in consideration therefor, upon the surrender of such certificate in accordance with Section 2.2, without interest. For purposes hereof, subject to adjustment as may be otherwise set forth in this Agreement and after giving effect to a proposed 15.04 to 1 stock split in the form of a dividend declared by the board of Parent on December 23, 2014, the “Conversion Number” shall be 2.22 shares of Parent Company Stock for each share of Company Common Stock outstanding and shall be 9.5886 share of Parent Preferred Stock for each share of Company Preferred Stock outstanding. NuGene, Inc. /Bling Markering, Inc. Agreement and Plan of Merger

Exchange Ratio for Company Common Stock. Each issued and outstanding Subject to Section 2.2, each share of Company Common Stock (other than shares to be canceled cancelled in accordance with Section 2.1(b)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and represent the right to receive an amount 1.2015 shares (the “Exchange Ratio”) of fully paid and nonassessable shares of common stockParent American Depositary Shares (“Parent ADSs”), $0.0001 each Parent ADS representing one ordinary share, par valuevalue 1/3 p per share, of the Parent (“Parent Ordinary Shares”) or, at the election of the holder of Company Common Stock, the equivalent number of Parent Ordinary Shares in registered certificated or uncertificated form, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.2; provided that if a holder of Company Common Stock does not make such election on the letter of transmittal forwarded to such holder pursuant to Section 2.2(b), such holder shall be deemed to have elected to receive Parent ADSs. The Parent ADSs shall be evidenced by one or more American Depository Receipts (“Parent ADRs”) equal to issued in accordance with the Conversion Number (Deposit Agreement dated as defined below)of April 11, subject to adjustment as may be otherwise set forth in this Agreement. Each share 2000 by and among the Parent, The Bank of preferred stock of Company New York (the “Company Preferred StockDepository”) shall be converted into and the right holders from time to receive an amount of fully paid and nonassesable shares of preferred stock time of Parent ADRs (the “Parent Preferred StockDeposit Agreement”) equal to ). As of the Conversion Number for the Company’s Preferred StockEffective Time, subject to adjustment as may be otherwise set forth in this Agreement. All all such shares of Company Common Stock and Company Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the shares Parent ADSs pursuant to this Section 2.1(c), any cash in lieu of fractional Parent Common Stock, or Parent Preferred Stock, as the case may be, ADSs to be issued or paid in consideration therefor, therefor and any dividends or distributions payable pursuant to Section 2.2(c) upon the surrender of such certificate in accordance with Section 2.2, without interest. For purposes hereofof this Agreement, subject references to adjustment as may be otherwise set forth in this Agreement and after giving effect to a proposed 15.04 to 1 stock split in the form of a dividend declared by the board of Parent on December 23, 2014, the “Conversion Number” ADSs shall be 2.22 shares of also mean Parent Company Stock for each share Ordinary Shares that holders of Company Common Stock outstanding and shall be 9.5886 share may elect to receive in lieu of Parent Preferred Stock for each share of Company Preferred Stock outstanding. NuGene, Inc. /Bling Markering, Inc. Agreement and Plan of ADSs pursuant to the Merger.

Exchange Ratio for Company Common Stock. Each Subject to Section 2.02, each issued and outstanding share of Company Common Stock (other than excluding shares to be canceled cancelled in accordance with Section 2.1(b2.01(b) but including all shares issued pursuant to the 100% stock dividend to be distributed by Company on or about March 13, 2000) shall be converted into the right to receive an amount fifty-five hundredths (.55) of a duly authorized, validly issued, fully paid and nonassessable shares of common stock, $0.0001 par value, share (the "Exchange Ratio") of Parent (“Parent Common Stock”) equal to the Conversion Number (as defined below), subject to adjustment as may be otherwise set forth in this Agreement. Each share of preferred stock of Company Stock (the “Company Preferred Stock”) shall be converted into "Merger Consideration"). As of the right to receive an amount of fully paid and nonassesable shares of preferred stock of Parent (the “Parent Preferred Stock”) equal to the Conversion Number for the Company’s Preferred StockEffective Time, subject to adjustment as may be otherwise set forth in this Agreement. All all such shares of Company Common Stock and Company Preferred Stock Stock, as so converted, shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate representing any such which, immediately prior to the Effective Time, represented shares of Company Common Stock (a "Company Certificate") shall cease to have any rights with respect thereto, except the right to receive a certificate or certificates representing the number of fully paid and nonassessable shares of Parent Common StockStock into which such holder's shares of Company Common Stock were converted at the Effective Time and any cash payable pursuant to Section 2.02(e) in lieu of any fractional share of Parent Common Stock and distributions deliverable pursuant to Section 2.02(c), without interest, upon the surrender of such Company Certificate in accordance with Section 2.02. In the event Parent or Company changes (or establishes a record date for changing) the number or classes of shares of Parent Preferred Common Stock or Company Common Stock, as the case may be, issued and outstanding prior to be issued in consideration therefor, upon the surrender of such certificate in accordance with Section 2.2, without interest. For purposes hereof, subject to adjustment Effective Time as may be otherwise set forth in this Agreement and after giving effect to a proposed 15.04 to 1 stock split in the form result of a dividend declared by stock split, stock dividend, recapitalization, subdivision, reclassification, reverse stock split, combination, exchange of shares or similar transaction with respect to the board of outstanding Parent on December 23, 2014, the “Conversion Number” shall be 2.22 shares of Parent Company Common Stock for each share of or Company Common Stock outstanding and the record date therefor shall be 9.5886 share prior to the Effective Time, the Exchange Ratio shall be proportionately and equitably adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, reverse stock split, combination, exchange of Parent Preferred Stock for each share of Company Preferred Stock outstanding. NuGeneshares or similar transaction; provided, Inc. /Bling Markering, Inc. Agreement and Plan of Mergerhowever,

Exchange Ratio for Company Common Stock. Each Subject to --------------------------------------- Section 2.02, each issued and outstanding share of Company Common Stock ------------ (other than excluding shares to be canceled cancelled in accordance with Section 2.1(b2.01(b) --------------- but including all shares issued pursuant to the 100% stock dividend to be distributed by Company on or about March 13, 2000) shall be converted into the right to receive an amount fifty-five hundredths (.55) of a duly authorized, validly issued, fully paid and nonassessable shares of common stock, $0.0001 par value, share (the "Exchange -------- Ratio") of Parent (“Parent Common Stock”) equal to the Conversion Number (as defined below), subject to adjustment as may be otherwise set forth in this Agreement. Each share of preferred stock of Company Stock (the “Company Preferred Stock”) shall be converted into "Merger Consideration"). As of the right to receive an amount of fully paid and nonassesable shares of preferred stock of Parent (the “Parent Preferred Stock”) equal to the Conversion Number for the Company’s Preferred Stock-------------------- Effective Time, subject to adjustment as may be otherwise set forth in this Agreement. All all such shares of Company Common Stock and Company Preferred Stock Stock, as so converted, shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate representing any such which, immediately prior to the Effective Time, represented shares of Company Common Stock (a "Company Certificate") shall cease to ------------------- have any rights with respect thereto, except the right to receive a certificate or certificates representing the number of fully paid and nonassessable shares of Parent Common StockStock into which such holder's shares of Company Common Stock were converted at the Effective Time and any cash payable pursuant to Section 2.02(e) in lieu of any fractional --------------- share of Parent Common Stock and distributions deliverable pursuant to Section 2.02(c), without interest, upon the surrender of such Company --------------- Certificate in accordance with Section 2.02. In the event Parent or ------------ Company changes (or establishes a record date for changing) the number or classes of shares of Parent Preferred Common Stock or Company Common Stock, as the case may be, issued and outstanding prior to be issued in consideration therefor, upon the surrender of such certificate in accordance with Section 2.2, without interest. For purposes hereof, subject to adjustment Effective Time as may be otherwise set forth in this Agreement and after giving effect to a proposed 15.04 to 1 stock split in the form result of a dividend declared by stock split, stock dividend, recapitalization, subdivision, reclassification, reverse stock split, combination, exchange of shares or similar transaction with respect to the board of outstanding Parent on December 23, 2014, the “Conversion Number” shall be 2.22 shares of Parent Company Common Stock for each share of or Company Common Stock outstanding and the record date therefor shall be 9.5886 share prior to the Effective Time, the Exchange Ratio shall be proportionately and equitably adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, reverse stock split, combination, exchange of Parent Preferred Stock for each share of shares or similar transaction; provided, -------- however, that no adjustment to the Exchange Ratio shall be made in ------- connection with the 100% stock dividend to be distributed by Company Preferred Stock outstanding. NuGeneon or about March 13, Inc. /Bling Markering, Inc. Agreement and Plan of Merger2000.

Exchange Ratio for Company Common Stock. Each Subject to Section --------------------------------------- 2.2(e), each issued and outstanding share of Common Stock, par value $.01 per share (the "Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b) Stock"), of the Company shall be converted into the right to receive an amount that number of American Depositary Shares of News Corp. (the "News Corp. Preferred ADRs"), each of which represents four fully paid and nonassessable shares of common stockPreferred Limited Voting Ordinary Shares, $0.0001 par valuevalue A$.50 per share, of Parent News Corp. (“Parent Common the "News Corp. Preferred Stock”) "), equal to the Conversion Number quotient (the "Exchange Ratio") of (x) $20.50 divided by (y) the average of the daily closing price of News Corp. Preferred ADRs on the New York Stock Exchange ("NYSE") Composite Tape on the twenty consecutive trading days ending on the date which is five Business Days prior to the date of the Company Meeting (as defined below), subject to adjustment as may be otherwise set forth in this Agreement. Each share of preferred stock of Company Section 6.8 hereof) (the “"Effective Date Price"); provided, however, that, if the Effective Time has not occurred within two days after the date of the Company Preferred Stock”Meeting, the denominator of the Exchange Ratio referred to in the foregoing subclause (y) shall be converted into the right to receive an amount of fully paid and nonassesable shares of preferred stock of Parent (the “Parent Preferred Stock”) equal to the Conversion Number for average of the Company’s daily closing price of the News Corp. Preferred Stock, subject ADRs on the NYSE Composite Tape on the twenty consecutive trading days ending on the date which is five Business Days prior to adjustment as may be otherwise set forth in this Agreementthe Effective Time. All such shares of Company Common Stock and Company Preferred Stock Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such that, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (the "Common Stock Certificates") shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock, or Parent Preferred Stock, as the case may be, to be issued in consideration thereforreceive, upon the surrender of such certificate Common Stock Certificate, the News Corp. Preferred ADRs to which such holder is entitled pursuant to this Section 2.1(a), as represented by one or more certificates, and any cash in lieu of fractional News Corp. Preferred ADRs to be issued or paid in consideration therefor in accordance with Section 2.22.2(e) and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(c), in each case without interest. For purposes hereof, subject to adjustment as may be otherwise set forth in this Agreement and after giving effect to a proposed 15.04 to 1 All shares of capital stock split in of the form of a dividend declared Company that are owned by the board of Parent on December 23, 2014, Company as treasury stock shall not convert into the “Conversion Number” shall be 2.22 shares of Parent Company Stock for each share of Company Common Stock outstanding and shall be 9.5886 share of Parent right to receive News Corp. Preferred Stock for each share of Company Preferred Stock outstanding. NuGene, Inc. /Bling Markering, Inc. Agreement and Plan of MergerADRs in accordance with this Section 2.1(a).