Merger Consideration; Exchange Ratio Clause Samples

Merger Consideration; Exchange Ratio. (a) The proviso in the first sentence of Section 1.6(a) of the Merger Agreement is hereby revised in its entirety to read as follows: provided, that the maximum number of shares of 724 Solutions Common Stock to be issued in exchange for the acquisition by 724 Solutions of all outstanding shares of Ezlogin Capital Stock and all Ezlogin Convertible Securities (including, if applicable, 724 Solutions Common Stock to be reserved for issuance upon exercise of Ezlogin Options assumed by 724 Solutions), and, if applicable, the termination of all outstanding Ezlogin Options, shall be equal to One Million Ninety Five Thousand Four Hundred Twenty One (1,095,421), reduced as a result of any Dissenting Shares and shares cancelled pursuant to Section 1.6(b), and increased as a result of the issuance of any Additional Ezlogin Options or shares of Ezlogin Common Stock issuable upon the early exercise thereof in accordance with Section 4.2(e)(iv) (the "Merger Consideration"). (b) The definition of "Exchange Ratio" in Annex I to the Merger Agreement is hereby revised in its entirety to read as follows:

Merger Consideration; Exchange Ratio. Conversion ------------------------------------------------ of Capital Stock ............................................3 ---------------- Section 2.2 Fractional Shares; Adjustments...............................8 ------------------------------ Section 2.3 Exchange of Certificates.....................................8 ------------------------ Section 2.4 Net Asset Value Adjustment Procedure........................12 ------------------------------------ Section