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, no par value 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 $0.0001, 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 share of common stock, par value of $0.0001, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 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Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action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 1/2 share of common stock, $.01 par value, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down to the nearest whole share; (iii) each share of preferred stock, par value of $0.0001, of the Company (the “Company Preferred Stock”) beneficially owned by the Stockholders listed on Schedule 1.06(a)(iii), 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 share of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down to the nearest whole share; (iv) each Company option and common stock purchase warrant issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive such number of Parent’s stock options (the “Parent Options”) and Parent common stock purchase warrants on a one-half (1/2) for one (1) basis and a corresponding number of shares of Parent Common Stock shall be reserved for issuance upon the exercise of such options and warrants. (v) 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, no par value $.0001 per share share, of Acquisition Corp. Merger Sub that shall be is outstanding immediately prior to the Effective Time by the sole stockholder of the Merger Sub 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 $0.0001.00001 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) each share of common stockCommon Stock, par value of $0.00010.00001 per share, of the Company (the “Company Common Stock”) beneficially owned that is outstanding immediately prior to the Effective Time by the Stockholders listed on Schedule 1.06(a)(ii) (other than (A) shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions stockholders of the DGCL and not withdrawn or otherwise forfeited and Company (B) shares of the “Company Common Stock set forth in Sections 1.06(a)(iii) hereofStockholders”), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1/2 that number of shares of Common Stock, par value $0.000001 per share, of the Parent as is determined by multiplying each share of common stockoutstanding Company Common Stock (other than any shares of Company Common Stock held in the treasury of the Company) by fifty percent (50%), $.01 par value, all subject to the rights of Parent (holders of the shares of Company Common Stock to seek appraisal of the “Parent fair value” thereof by following the procedures required by Nevada Law, specifically NRS §§ 92A.300 to 92A.500. No interest will be paid on any cash held pending surrender of certificates representing such shares of Company Common Stock, unless otherwise required by Nevada Law. Company Stockholders who shall have properly demanded in writing appraisal for their shares of Company Common Stock in accordance with NRS §§ 92A.300 to 92A.500 (collectively, the “Dissenting Shares”)) shall be entitled to receive payment of the “fair value” of such Dissenting Shares in accordance with NRS §§ 92A.300 to 92A.500, with fractional except that any Dissenting Shares held by a Company Stockholder who shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Shares under NRS §§ 92A.300 to 92A.500 shall be deemed to have been converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock rounded up or down that they would have received had they not attempted to the nearest whole share;exercise their dissenters rights. (iii) each share of preferred stock, par value of $0.0001, of the Company (the “Company Preferred Stock”) beneficially owned by the Stockholders listed on Schedule 1.06(a)(iii), 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 share of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down to the nearest whole share; (iv) each Company option and common stock purchase warrant issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive such number of Parent’s stock options (the “Parent Options”) and Parent common stock purchase warrants on a one-half (1/2) for one (1) basis and a corresponding number of shares of Parent Common Stock shall be reserved for issuance upon the exercise of such options and warrants. (v) 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: (ia) each share of common stock, no $0.001 par value per share value, of Acquisition Corp. that shall be Acquisition, 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 $0.0001, stock of the Surviving Corporation, so that at the Effective Time, Parent Time Numbeer shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (iib) each share of common stock, par value of $0.0001, of the Company (the “Company Good Earth Common Stock”) Stock beneficially owned by the Stockholders stockholders listed on Schedule 1.06(a)(iiExhibit F attached hereto (the “Good Earth Stockholders”) (other than (A) shares of Company Good Earth Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited and (Bforfeited) shares 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 1/2 a 0.39733333 fractional share of common stock, $.01 par value, of Parent (the “Parent Common Stock”), with fractional shares of Parent Numbeer Common Stock rounded up or down to the nearest whole shareas set forth on Exhibit F under “Pre-Split Numbeer Shares;” (iiic) each share of preferred stock, par value of $0.0001, of the Company (the “Company Preferred Stock”) beneficially owned by the Stockholders listed on Schedule 1.06(a)(iii), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right Good Earth Common Stock subject to receive 1 share of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down to the nearest whole share; (iv) each Company an option and common stock purchase warrant issued and of Good Earth outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive such number a 0.39733333 fractional share of Parent’s stock options (the Numbeer Common Stock as set forth on Exhibit F under “Parent Pre-Split Numbeer Options”) ” and Parent common stock purchase warrants on a one“Pre-half (1/2) for one (1) basis Split Numbeer Warrants” and a corresponding aggregate number of shares of Parent Numbeer Common Stock shall be reserved for issuance upon the exercise of such options and warrants.; and (vd) each share of Company Good Earth Common Stock held in the treasury subject to a convertible note of the Company Good Earth outstanding immediately prior to the Effective Time shall be cancelled in converted into and represent the Merger right to receive a 0.39733333 fractional share of Numbeer Common Stock as set forth on Exhibit F under “Pre-Split Numbeer Convertible Shares” and cease to exist. (b) After the Effective Time, there a corresponding aggregate number of shares of Numbeer Common Stock shall be no further registration reserved for issuance upon the conversion 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 Timesuch convertible notes.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, no par value $0.001 per share 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 onen (1) share of common stock, par value $0.00010.001 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 share the shares of common stock, par value of $0.00010.001 per share, of the Company (the “Company Common Stock”) "COMPANY COMMON STOCK"), beneficially owned by the Stockholders listed on Schedule 1.06(a)(ii) in SCHEDULE 1.5 (other than (A) 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 and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iiiSection 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 1/2 share the number of common stock, $.01 par value, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down specified in SCHEDULE 1.5 for each of the Stockholders, which shall be equal to the nearest whole shareone (1) share of Parent Common Stock for each share of Company Common Stock; (iii) each share the right to acquire any shares of preferred stock, par value of $0.0001, of the Company (the “Company Preferred Stock”) beneficially owned by the Stockholders Common Stock under any Warrants or Options listed on Schedule 1.06(a)(iii), SCHEDULE 1.5A shall, by virtue of the Merger and without any action on the part of the holders thereofof such Warrants or Options, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive 1 share of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down to the nearest whole share; (iv) each Company option and common stock purchase warrant issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive such number of Parent’s stock options (the “Parent Options”) and Parent common stock purchase warrants on a one-half (1/2) for one (1) basis and a corresponding number of shares of Parent Common Stock shall be reserved specified in Warrant or Option for issuance upon each share of Company Common Stock, at the exercise price per share stated in such Warrant or Option of the Company, including all obligations to issue such options shares of Company Common Stock upon satisfaction of any and warrants.all conditions or agreements affecting such issuance by the holder thereof or the Company (including, without limitation, any vesting conditions or other restrictions and the obligation to register such shares under the Securities Act of 1933, as amended, if any) which conditions, restrictions, and obligations shall expressly be assumed by the Parent as its obligation and continued with respect to such holders and the Parent shall assume all of the obligations of the Company under the Warrants and Options following the Effective Time; and (viv) 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, no par value 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 First Bank, Merger Sub or the Merged Corporation or the holder thereofof any of the following securities: 3.1 Each share of the common stock, par value $0.01 per share, of the Merged Corporation (“Delanco Common Stock”) issued and outstanding immediately prior to the Effective Time, except for shares of Delanco Common Stock owned by the Merged Corporation, any wholly owned subsidiary of the Merged Corporation, First Bank or any subsidiary of First Bank (in each case, other than shares of Delanco Common Stock held in any employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or related trust accounts, or otherwise held in a fiduciary or agency capacity or as a result of debts previously contracted (collectively, the “Exception Shares”)), shall be converted converted, in accordance with the procedures set forth in the Agreement and Plan of Reorganization, dated as of October 18, 2017, by and among First Bank and the Merged Company (the “Merger Agreement”), into the right to receive one (1) share receive, without interest, 1.11 shares of common stock, par value $0.00015.00, of First Bank (the Surviving Corporation“Merger Consideration”). 3.2 Notwithstanding anything in the Merger Agreement to the contrary, so that at the Effective Time, Parent all shares of Delanco Common Stock that are owned by the Merged Corporation or First Bank (in each case, other than the Exception Shares) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor. Delanco Federal Savings Bank (“Delanco Bank”), the merging bank, shall be merged with and into First Bank (“First Bank”), the receiving bank, in accordance with the provisions of Chapter 9A, Article 21 of the New Jersey Banking Act of 1948, as amended (the “NJBA”) with the effects set forth in the NJBA (the “Merger”). First Bank, as the receiving bank, shall be the holder surviving corporation resulting from the Merger, and shall succeed to and assume all the rights and obligations of all Delanco Bank in accordance with the NJBA. The name of the issued and outstanding shares receiving bank shall be First Bank. Upon consummation of the Surviving Corporation; Merger the separate corporate existence of Delanco Bank shall terminate. The Merger shall be consummated pursuant to the terms of this Agreement, which has been approved by the board of directors of First Bank and approved by the board of directors of Delanco Bank. This Agreement and Plan of Merger (iithe “Agreement”) each share made between Delanco Bank, a federal savings association, being located in Delanco, Burlington County, in the State of New Jersey, with total capital of $[●] million, paid in capital and surplus of $[●] million for [●] shares of common stock, each with a par value $[1.00] per share, and undivided profits or capital reserves of $[●] million, as of [●], 2017, and First Bank, a New Jersey state chartered bank, being headquartered in Hamilton, Xxxxxx County, in the state of New Jersey (First Bank, together with Delanco Bank, the “Merging Banks”), with total capital of $[●] million, paid in capital and surplus of $[●] million for [●] shares of common stock, each with a par value of $0.00015.00 per share, and undivided profits and capital reserves of $[●] million, as of [●], 2017, each acting pursuant to a unanimous resolution of its board of directors, witnessed as follows: Section 1. Delanco Bank, the Company merging bank, shall be merged with and into First Bank, the receiving bank, under the charter of First Bank (the “Company Common StockBank Merger”) beneficially owned by in accordance with the Stockholders listed on Schedule 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 Chapter 9A, Article 21 of the DGCL and not withdrawn or otherwise forfeited and (B) shares of Company Common Stock NJBA with the effects set forth in Sections 1.06(a)(iii) hereof)the NJBA. First Bank, shallas the receiving bank, shall be the surviving corporation resulting from the Bank Merger and shall succeed to and assume all the rights and obligations of Delanco Bank in accordance with the NJBA. The separate corporate existence of Delanco Bank shall terminate as a result of the Bank Merger. On the terms and subject to the conditions of this Agreement, at the effective time of the Bank Merger, by virtue of the Bank Merger and without any action on the part of the holders thereofFirst Bank or Delanco Bank, be converted into the right to receive 1/2 share of common stock, $.01 par value, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down to the nearest whole share; (iii) each share of preferred stock, par value of $0.0001, all of the Company (the “Company Preferred Stock”) beneficially owned by the Stockholders listed on Schedule 1.06(a)(iii), shall, by virtue capital stock of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1 share of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down to the nearest whole share; (iv) each Company option and common stock purchase warrant Delanco Bank issued and outstanding immediately prior to the Effective Time effective time of the Bank Merger shall be converted into cancelled and represent extinguished and shall cease to exist, and no consideration shall be delivered in exchange therefor. Section 2. The name of the right combined bank (hereinafter referred to receive such number of Parent’s stock options (as the “Parent OptionsCombined Bank”) shall be First Bank. Section 3. The business of the Combined Bank shall be that of a New Jersey state-chartered bank. This business shall be conducted by the Combined Bank at its main office to be located at 0000 Xxxxx Xxxx, Suite 101, Xxxxxxxx, NJ 08690 and Parent its legally established branches. Section 4. The amount of capital stock of the Combined Bank shall be $[●] million, divided into [●] shares of common stock, each of $5.00 par value, and at the time the Bank Merger shall become effective, the Combined Bank shall have a surplus of $[●] million, and undivided profits, including capital reserves, which when combined with the capital and surplus will be equal to the combined capital structures of the Merging Banks as stated in the preamble of this Agreement, adjusted however, for normal earnings and expenses (and if applicable, purchase accounting adjustments) between October [●], 2017, and the effective time of the Bank Merger. Section 5. All assets of each of the Merging Banks as they exist at the effective time of the Bank Merger shall pass to and vest in the Combined Bank without any conveyance or other transfer. The Combined Bank shall be responsible for all of the liabilities of every kind and description, of each of the Merging Banks existing as of the effective time of the Bank Merger. Section 6. Delanco Bank shall contribute to the Combined Bank acceptable assets having a book value, over and above its liabilities to its creditors and having an estimated fair value over and above its liabilities to its creditors. At the effective time of the Bank Merger, First Bank shall have on hand acceptable assets having book value above its liabilities to its creditors, and having a fair value, over and above its liabilities to its creditors. Section 7. Of the capital stock of the Combined Bank, the presently outstanding [●] shares of common stock purchase warrants on a one-half (1/2) for one (1) basis each of $5.00 par value, and a corresponding number the holders of it shall retain their present rights, and the shares of Parent Common Stock Delanco Bank shall be reserved cancelled for issuance upon the exercise of such options and warrantsno consideration. (v) each share Section 8. Neither Delanco Bank nor First Bank shall declare nor pay any dividend to its shareholders between the date of Company Common Stock held this Agreement and the time at which the Bank Merger shall become effective, nor dispose of any of its assets in any other manner, except in order to facilitate the Bank Merger or in the treasury normal course of business, and in any event for adequate value. Section 9. The present board of directors of First Bank is set forth on Schedule 9(a) to this Agreement and those directors shall serve as the board of directors of the Company Combined Bank until the next annual meeting or until such time as their successors have been elected and have qualified. The officers of First Bank in office immediately prior to the Effective Time effective time of the Bank Merger are set forth in Schedule 9(b) to this Agreement and those officers shall serve as the officers of the Combined Bank from and after the effective time of the Bank Merger in accordance with the bylaws of the Combined Bank. Section 10. The branch offices of First Bank are set forth on Schedule 10(a) to this Agreement. The branch offices of Delanco Bank are set forth on Schedule 10(b) to this Agreement. The branch offices at the locations on each of Schedule 10(a) and Schedule 10(b) shall be cancelled continued as branch offices of the Combined Bank. Section 11. Effective as of the time the Bank Merger shall become effective as specified in the Bank Merger approval to be issued by the Federal Deposit Insurance Corporation and cease to exist. (b) After the Effective TimeNew Jersey Department of Banking and Insurance, there the Articles of First Bank as the resulting bank shall be no further registration of transfers on the stock transfer books Articles of the Surviving Corporation of the shares of Company Common Stock that were outstanding Combined Bank as in existence immediately prior to the Effective Timeeffective time of the Bank Merger. The bylaws of First Bank as the resulting bank in effect immediately prior to the effective time of the Bank Merger shall be the bylaws of the Combined Bank following the Bank Merger. Section 12. This Agreement may be terminated by the mutual written consent of Delanco Bank and First Bank. Section 13. This Agreement shall be ratified and confirmed by the affirmative vote of shareholders of Delanco Bank owning at least two-thirds of its capital stock outstanding, at a meeting to be held on the call of the directors (or by the written consent of such shareholders in lieu of such meeting, pursuant to applicable law); and the Bank Merger shall become effective at the time specified in a Bank Merger approval to be issued by the Federal Deposit Insurance Company and the New Jersey Department of Banking and Insurance. Section 14. Each of Delanco Bank and First Bank hereby represents and warrants to the other that (a) it has full power and authority to enter into this Agreement; (b) this Agreement does not conflict with or violate or cause it to be in default under any other agreement, document or instrument to which it is a party or by which it or its assets is bound or affected; and (c) this Agreement is a valid, binding and enforceable obligation against it (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). Section 15.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, no par value $0.001 per share 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 $0.00010.001 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 share the shares of common stock, par value of $0.00010.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on in Schedule 1.06(a)(ii) 1.5 (other than (A) 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 and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iiiSection 1.5(a)(iv) 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 1/2 share of common stock, $.01 par value, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down to the nearest whole share; (iii) each share of preferred stock, par value of $0.0001, of the Company (the “Company Preferred Stock”) beneficially owned by the Stockholders listed on Schedule 1.06(a)(iii), 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 share of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down to the nearest whole share; (iv) each Company option and common stock purchase warrant issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive such number of Parent’s stock options (the “Parent Options”) and Parent common stock purchase warrants on a one-half (1/2) for one (1) basis and a corresponding number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be reserved equal to 120,000 shares of Parent Common Stock for issuance upon each share of Company Stock; (iii) $5,000,000 aggregate principal amount of outstanding debentures of the exercise Company that are held by Telkonet, Inc., an Utah corporation, shall be converted into an aggregate of such options and warrants5,000,000 shares of Parent Common Stock. (viv) 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, no par value $0.001 per share 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 such proportionate number of common stock, par value $0.0001, units of the Surviving CorporationEntity, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares equity units of the Surviving CorporationEntity; (ii) each share of common stock, par value of $0.0001, the Common Units of the Company (the “"Company Common Stock”) Units"), which units at the Closing will constitute all of the issued and outstanding Common Units of equity of the Company, beneficially owned by the Stockholders listed on in Schedule 1.06(a)(ii) 2.4 (other than (A) shares of Company Common Stock Units as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL TBOC and not withdrawn or otherwise forfeited and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iii) hereofforfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1/2 share the number of common stock, $.01 par value, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down specified in Schedule 1.5 for each of the Stockholders, which shall be equal to 63,505,787 shares of Parent Common Stock in aggregate (based on a total of 9,106,250 shares of Parent Common Stock pre-Merger and 90,206,250 shares of Parent Common Stock on a fully diluted basis (including the 3,100,000 shares of Parent Common Stock to be issued in the Offering (defined below)) allocated to the nearest whole share;Stockholders of Parent (and former stockholders of Company) post-Merger). As a result, each individual Common Unit of the Company shall be converted into the right to receive approximately 3.23 shares of Common Stock of the Parent (the "Conversion Ratio"). Each of the pre-merger officers and directors of the Company, each of the pre-merger officers, directors and 10% or greater shareholders of Parent, and each participant in the Offering shall enter into customary lock-up agreements, attached as Exhibit E hereto; and (iii) each share of preferred stock, par value of $0.0001, option to purchase a Common Unit of the Company outstanding at the Closing (the “"Company Preferred Stock”) Options"), beneficially owned by the Stockholders option holders listed on Schedule 1.06(a)(iii), 2.4 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 share of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down an option to the nearest whole share; (iv) each Company option and common stock purchase warrant issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive such number of Parent’s stock options (the “Parent Options”) and Parent common stock purchase warrants on a one-half (1/2) for one (1) basis and a corresponding an equivalent number of shares of Parent Common Stock as specified in Schedule 1.5 for each of the option holders and the exercise price of each such option shall be reserved for issuance upon equal to the exercise of such options and warrants. (v) each share of Company Common Stock held in the treasury price of the applicable Company immediately prior to option divided by the Effective Time shall be cancelled Conversion Ratio as specified in the Merger and cease to existSchedule 1.5. (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, no par value $0.001 per share 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 $0.00010.001 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 share the shares of common stock, par value of $0.00010.001 per share, of the Company (the “"Company Common Stock”") beneficially owned by the Stockholders listed on in Schedule 1.06(a)(ii) 1.5 (other than (A) 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 and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iiiSection 1.5(a)(iv) 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 1/2 share the number of common stock, $.01 par value, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down specified in Schedule 1.5 for each of the Stockholders, which shall be equal to the nearest whole share0.7007716 of one share of Parent Common Stock for each share of Company Stock; (iii) each share the right to acquire any shares of preferred stockCompany Stock under any warrants, par value of $0.0001, of the Company options and convertible promissory notes (the “"Company Preferred Stock”Convertible Securities") beneficially owned by the Stockholders listed on Schedule 1.06(a)(iii), 1.5A shall, by virtue of the Merger and without any action on the part of the holders thereofof such Company Convertible Securities, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive 1 share 0.7007716 of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down to the nearest whole share; (iv) each Company option and common stock purchase warrant issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive such number of Parent’s stock options (the “Parent Options”) and Parent common stock purchase warrants on a one-half (1/2) for one (1) basis and a corresponding number of shares of Parent Common Stock shall be reserved specified in such Company Convertible Security for issuance upon each share of Company Stock, at the exercise price per share stated in such Company Convertible Security of the Company, including all obligations to issue such options shares of Company Stock upon satisfaction of any and warrants.all conditions or agreements affecting such issuance by the holder thereof or the Company (including, without limitation, any vesting conditions or other restrictions and the obligation to register such shares under the Securities Act of 1933, as amended, if any) which conditions, restrictions, and obligations shall expressly be assumed by the Parent as its obligation and continued with respect to such holders and the Parent shall assume all of the obligations of the Company under the Warrants following the Effective Time; and (viv) 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, no par value $0.001 per share 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 such proportionate number of common stock, par value $0.0001, units of the Surviving CorporationEntity, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares equity units of the Surviving Corporation; Entity; (ii) each share of common stock, par value of $0.0001, the Common Units of the Company (the “"Company Common Stock”) Units"), which units at the Closing will constitute all of the issued and outstanding Common Units of equity of the Company, beneficially owned by the Stockholders listed on in Schedule 1.06(a)(ii) 2.4 (other than (A) shares of Company Common Stock Units as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL TBOC and not withdrawn or otherwise forfeited and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iii) hereofforfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1/2 share the number of common stock, $.01 par value, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down specified in Schedule 1.5 for each of the Stockholders, which shall be equal to 63,505,787 shares of Parent Common Stock in aggregate (based on a total of 9,106,250 shares of Parent Common Stock pre-Merger and 90,206,250 shares of Parent Common Stock on a fully diluted basis (including the 3,100,000 shares of Parent Common Stock to be issued in the Offering (defined below)) allocated to the nearest whole share; Stockholders of Parent (and former stockholders of Company) post-Merger). As a result, each individual Common Unit of the Company shall be converted into the right to receive approximately 3.23 shares of Common Stock of the Parent (the "Conversion Ratio"). Each of the pre-merger officers and directors of the Company, each of the pre-merger officers, directors and 10% or greater shareholders of Parent, and each participant in the Offering shall enter into customary lock-up agreements, attached as Exhibit E hereto; and (iii) each share of preferred stock, par value of $0.0001, option to purchase a Common Unit of the Company outstanding at the Closing (the “"Company Preferred Stock”) Options"), beneficially owned by the Stockholders option holders listed on Schedule 1.06(a)(iii), 2.4 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 share of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down an option to the nearest whole share; (iv) each Company option and common stock purchase warrant issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive such number of Parent’s stock options (the “Parent Options”) and Parent common stock purchase warrants on a one-half (1/2) for one (1) basis and a corresponding an equivalent number of shares of Parent Common Stock as specified in Schedule 1.5 for each of the option holders and the exercise price of each such option shall be reserved for issuance upon equal to the exercise price of such options and warrants. the applicable Company option divided by the Conversion Ratio as specified in Schedule 1.5. (viii) each share of Company Common Stock Unit 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, no par value $0.001 per share 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 shares of common stock, par value $0.00010.001 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 share the shares of common stock, par value of $0.00010.001 per share, of the Company (the “Company Common Stock”) "COMPANY COMMON STOCK"), beneficially owned by the Stockholders listed on Schedule 1.06(a)(ii) in SCHEDULE 1.5 (other than (A) 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 and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iiiSection 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 1/2 share the number of common stock, $.01 par value, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down specified in SCHEDULE 1.5 for each of the Stockholders, which shall be equal to the nearest whole shareone (1) share of Parent Common Stock for each share of Company Common Stock; (iii) each share the right to acquire any shares of preferred stock, par value of $0.0001, of the Company (the “Company Preferred Stock”) beneficially owned by the Stockholders Common Stock under any Warrants or Options listed on Schedule 1.06(a)(iii), SCHEDULE 1.5A shall, by virtue of the Merger and without any action on the part of the holders thereofof such Warrants or Options, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive 1 share of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down to the nearest whole share; (iv) each Company option and common stock purchase warrant issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive such number of Parent’s stock options (the “Parent Options”) and Parent common stock purchase warrants on a one-half (1/2) for one (1) basis and a corresponding number of shares of Parent Common Stock shall be reserved specified in Warrant or Option for issuance upon each share of Company Common Stock, at the exercise price per share stated in such Warrant or Option of the Company, including all obligations to issue such options shares of Company Common Stock upon satisfaction of any and warrants.all conditions or agreements affecting such issuance by the holder thereof or the Company (including, without limitation, any vesting conditions or other restrictions and the obligation to register such shares under the Securities Act of 1933, as amended, if any) which conditions, restrictions, and obligations shall expressly be assumed by the Parent as its obligation and continued with respect to such holders and the Parent shall assume all of the obligations of the Company under the Warrants and Options following the Effective Time; and (viv) 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.