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 share of Company Common Stock Series A convertible preferred stock, each issued and outstanding share of Series B convertible preferred stock and each issued and outstanding share of common stock (other than shares to be canceled in accordance with Section 2.1(b)) of the Company (respectively, the “Series A Preferred Stock,” the “Series B Preferred Stock” and the “Splash Common Stock”) respectively, 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 Common Stock”) equal to the Conversion Number for the Company’s Series A Preferred Stock, Series B Preferred Stock, Splash Common Stock subject to adjustment as may be otherwise set forth in this Agreement. All such shares of Company Splash Common Stock and Company Series A Preferred Stock and Series B 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 before giving effect to a proposed 15.04 to 1 reverse stock split which shall be in the form a range of a dividend declared by the board of Parent on December 23, 2014not less than 1-for-3 nor more than 1-for-3.5, the “Conversion Number” shall be 2.22 1.362921798 shares of Parent Company Stock for (i) each share of Company Common Stock outstanding and shall be 9.5886 outstanding, (ii) each share of Parent Series A Preferred Stock outstanding, (iii) for each share of Company Series B Preferred Stock outstandingoutstanding and for (iv) each warrant to purchase Company Common Stock outstanding . NuGene, Inc. /Bling Markering, Inc. Agreement Without limiting the generality of the foregoing immediately prior to consummation of the Merger the capitalization of the Parent shall be as set forth on Schedule 2.1(c). Securities issued hereunder shall bear the appropriate federal securities legends and Plan of Mergeraffixing as relevant such additional legends referencing the lock-up/leak out and rescission rights referenced elsewhere in this Agreement.

Exchange Ratio for Company Common Stock. Each issued and outstanding share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(bof Company Common Stock which constitute Canceled Shares) shall be converted into and represent the right to receive an amount a number of fully paid and nonassessable shares of common stock, $0.0001 par value, of Parent Stock (“Parent Common Stock”as defined below) equal to the Conversion Number Exchange Ratio (as defined belowin Section 2.2(a)). "Parent Stock" means validly issued, subject fully paid, nonassessable (except as provided in Section 180.0622(2)(b) of the Wisconsin Statutes) shares of Parent's common stock, par value $.01 per share, including the common stock purchase rights associated therewith under the Rights Agreement dated February 21, 1997, between Parent and LaSalle National Bank, as rights agent. If between the date of this Agreement and the Effective Time the outstanding shares of Parent Stock or Company Common Stock shall have been changed to adjustment as may be otherwise set forth in this Agreement. Each share a different number of preferred shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of Company (shares, the “Company Preferred Stock”) Exchange Ratio shall be converted into the right correspondingly adjusted to receive an amount reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange 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 Agreementshares. All such of the shares of Company Common Stock and Company Preferred to be converted into Parent Stock pursuant to this Section 2.1(b) shall no longer cease to be outstanding and outstanding, shall automatically be canceled and retired 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 number of shares of Parent Common Stock, or Parent Preferred Stock, as the case may be, to be issued in consideration therefor, Stock issuable therefor upon the surrender of such certificate in accordance with Section 2.22.3 hereof, without interest. For purposes hereof, subject to adjustment and cash in lieu of fractional shares 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 contemplated 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 MergerSection 2.3(e).