Common use of Manner and Basis of Converting Shares Clause in Contracts

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, $.001 par value, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 shares of Parent Common Stock for each share of Company Common Stock; and (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”"COMPANY COMMON STOCK"), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule SCHEDULE 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of Parent Common Stock specified in SCHEDULE 1.5 for each of the Stockholders, which shall be equal to one (1) share of Parent Common Stock for each share of Company Common Stock; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stockCommon Stock, par value $.001 par value.0001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stockCommon Stock, par value $.001 .0001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stockCommon Stock, par value $.001 .0001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders Shareholders listed in Schedule 2.4 1.5(a) (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the, pro rata, number of shares of Parent Common Stock specified in Schedule 1.5(b) for each of the Shareholders; and (iii) each share of Company Common Stock; andStock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, $.001 no par value, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share 785,000 shares of common stock, par value $.001 0.0001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 0.0001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 shares one share of Parent Common Stock for each share of Company Common Stock; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par valueper share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 .0001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders Shareholders listed in Schedule 2.4 2.5 (other than shares of Company Common Stock as to which appraisal dissenters rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 2.3163 shares of Parent Common Stock for each share of Company Common Stock; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, no par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 0.001 per share, of the Company (the “Company Common Stock”), which shares at ) owned by the Closing will constitute all of the issued and outstanding shares of capital stock stockholders of the Company, beneficially owned by the Stockholders each of which is listed in on Schedule 2.4 1.06(a)(ii) (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited) (the “Stockholders”), shall, by virtue of the Merger and without any action on the part of the holders thereofStockholders, be converted into the right to receive 1.2053301 the number of shares of common stock, par value $0.001 per share of the Parent (the “Parent Common Stock”) specified in Schedule 1.06(a)(ii) for each of the Stockholders, which shall be equal to 1 share of Parent Common Stock for each share of Company Common StockStock with fractional shares of Parent Common Stock rounded to the nearest whole share; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares each share of common stock, par value $.001 0.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders stockholders of the Company listed in on Schedule 2.4 1.06(a)(ii) (the “Stockholders”) (other than (A) Dissenting Shares (as defined below) and (B) shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedset forth in Sections 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 64.165 shares of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock for rounded up or down to the nearest whole share (with 0.5 shares rounded upward to the nearest whole number); and (iii) each share of Company Common Stock; andStock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time:, (i) each share of common stock, $.001 0.001 par value, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) each of the 961,974 shares of Parent Common Stock owned by the Company shall be cancelled; (iii) all of the 33,231,037 shares of common stock, par value $.001 0.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the its Stockholders listed in Schedule 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 shares one share of Parent Common Stock for each share of Company Common Stock; and (iv) all options and warrants to purchase Company common stock shall be automatically converted into options and warrants to purchase Parent common stock on the same terms. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares each share of common stock, par value $.001 0.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders stockholders of the Company listed in on Schedule 2.4 1.06(a)(ii) (the “Stockholders”) (other than (A) Dissenting Shares (as defined below) and (B) shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedset forth in Sections 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 shares one (1) share of common stock, par value $0.0001 per share, of Parent (the “Parent Common Stock for Stock”); and (iii) each share of Company Common Stock; andStock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value, 0.001 per share of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 0.001 per share, share of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders listed in on Schedule 2.4 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to 2.115868 shares of Parent Common Stock for each share of Company Common StockStock with fractional shares of Parent Common Stock rounded up to the nearest whole share; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 0.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders listed in on Schedule 2.4 1.06A (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06A for each of the Stockholders, which shall be equal to 37.4133880067 shares of Parent Common Stock for each share of Company Common StockStock with fractional shares of Parent Common Stock rounded to the nearest whole share; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $.001 .01 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 .01 per share, of the Company (the “"Company Common Stock”"), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders Shareholders listed in Schedule 2.4 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL NJBCA and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 0.50 shares of Parent Common Stock for each share of Company Common Stock; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 0.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders listed in on Schedule 2.4 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL NRS and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to one share of Parent Common Stock for each share of Company Common StockStock with fractional shares of Parent Common Stock rounded up to the nearest whole share; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 0.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders listed in on Schedule 2.4 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to 203.9477 shares of Parent Common Stock for each share of Company Common StockStock with fractional shares of Parent Common Stock rounded to the nearest whole share; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.00001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $.001 0.00001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 0.01 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 1.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.5(a)(ii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to 25,000 shares of Parent Common Stock for each share of Company Common StockStock with fractional shares of Parent Common Stock rounded up to the nearest whole share; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 0.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders listed in on Schedule 2.4 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to one share of Parent Common Stock for each share of Company Common StockStock with fractional shares of Parent Common Stock rounded up to the nearest whole share; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $.001 .0001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares each share of common stock, par value $.001 .0001 per share, of the Company (the “Company Common Stock”), which shares at ) that shall be outstanding immediately prior to the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 Effective Time (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 shares one share of common stock, par value $.001 per share, of Parent (the “Parent Common Stock for Stock”); and (iii) each share of Company Common Stock; andStock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 0.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders listed in on Schedule 2.4 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL NRS and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to 0.15625 of one share of Parent Common Stock for each share of Company Common StockStock with fractional shares of Parent Common Stock rounded up or down to the nearest whole share; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share ten (10) shares of common stock, $.001 par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “"Company Common Stock”"), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to approximately 2.78 shares of Parent Common Stock for each share of Company Common StockStock (based on 11,098,552 shares of Company Common Stock pre-Merger (including outstanding warrants and convertible debt) and 30,808,584 shares of Parent Common Stock allocated to the Stockholders post-Merger, which does not include the Common Stock issued in the Private Offering); and (iii) each share of Company Common Stock held in the treasury of the Company, if any, immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value, 0.001 per share of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, no par value $.001 per sharevalue, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares each share of common stock, without par value $.001 per sharevalue, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders listed in on Schedule 2.4 1.06(a)(ii) (other than (A) shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL laws of the Russian Federation and not withdrawn or otherwise forfeitedforfeited and (B) each share of Company Common Stock set forth in Sections 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 Four Hundred Thousand n (400,000) of common stock, par value $0.001 per share, of Parent, or an aggregate of 40,000,000 shares (the “Parent Common Stock”), with fractional shares of Parent Common Stock for rounded up or down to the nearest whole share; and (iii) each share of Company Common Stock; andStock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 .01 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares each share of common stock, no par value $.001 per sharevalue, of the Company (the “Company Common Stock”), ) beneficially owned by the Stockholders listed in Schedule 2.4 (which shares at the Closing will of Company Common Stock together constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), ) shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 9,446.88 shares of Parent Common Stock for each share of Company Common Stock, such that the Stockholders will receive in the aggregate a total of 944,688 shares of Parent Common Stock; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par valueper share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL BCA and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to one share of Parent Common Stock for each share of Company Common StockStock (based on 20,146,962 shares of Company Common Stock pre-Merger and 2,773,200 shares of Parent Common Stock on a fully diluted basis allocated to the Stockholders post-Merger); and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 0.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders listed in on Schedule 2.4 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL NGCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) shares of Parent Common Stock for as determined as of the Effective with fractional shares of Parent Common Stock rounded to the nearest whole share; and (iii) each share of Company Common Stock; andStock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par valueper share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share (10) shares of common stock, par value $.001 .01 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, without par value $.001 per sharevalue, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL FBCA and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 0.158074 shares of Parent Common Stock for each share of Company Common Stock; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 .01 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 .01 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders listed in on Schedule 2.4 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL NRS and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to 60.44288 shares of Parent Common Stock for each share of Company Common StockStock with fractional shares of Parent Common Stock rounded up to the nearest whole share; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, $.001 no par value, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “"Company Common Stock”"), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders Shareholders listed in Schedule 2.4 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL NYBCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Shareholders, which shall be equal to one share of Parent Common Stock for each share of Company Common Stock; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 0.00237 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 0.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders listed in Schedule 2.4 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to .090606 of one share of Parent Common Stock for each share of Company Common Stock; and; (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $.001 0.001 per share, share of the Surviving CorporationCompany, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation;Company; and (ii) the shares each share of common stock, par value $.001 0.001 per share, share of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, ) beneficially owned by the Stockholders stockholders of the Company listed in on Schedule 2.4 1.06(a)(ii) (the “Stockholders”) (other than shares of Company Common Stock Dissenting Shares (as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeiteddefined below), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 shares one (1) share of common stock, par value $0.001 per share, of Parent Common Stock for each share of Company (the “Parent Common Stock; and”). (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stockCommon Stock, par value $.001 par valueper share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stockCommon Stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stockCommon Stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders Shareholders listed in Schedule 2.4 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL NYBCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Shareholders; and (iii) each share of Company Common Stock; andStock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.001 par value0.001 per share, of Acquisition Corp. Sub that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $.001 0.01 per share, of the Surviving CorporationCompany, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of common stock of the Surviving CorporationCompany; (ii) the shares of common stock, par value $.001 0.01 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; and (iii) each share of Company Common Stock; andStock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.