Common use of Terms of Merger Clause in Contracts

Terms of Merger. a) At the Effective Time, each issued and outstanding share of Common Stock of Golden Chest shall, automatically and without further act of either of the Constituent Corporations or of the holders thereof, be extinguished and converted into one issued and outstanding share of Common Stock of the Surviving Corporation. The holder of each share so extinguished and converted (of record on the shareholder records of Golden Chest at the Effective Time) shall be recorded on the books of the Surviving Corporation as the holder of the number of shares of Common Stock of the Surviving Corporation which such holder is entitled to receive; and each certificate theretofore representing one or more shares of Common Stock of Golden Chest shall be deemed, for all corporate purposes, to evidence ownership of the same number of shares of Common Stock of the Surviving Corporation which the holder of such certificate is entitled to receive. b) Each person who, as a result of the Merger, holds one or more certificates to which theretofore represented one or more shares of Common Stock of Golden Chest shall surrender any such certificates to the Surviving Corporation (or to any agent designated for such purpose by the Surviving Corporation), and upon such surrender, the Surviving Corporation shall, within a reasonable time, deliver to such person in substitution and exchange therefor (I) one or more certificates evidencing the number of shares of Common Stock of the Surviving Corporation which such person is entitled to receive in accordance with the terms of this Plan and Merger Agreement in substitution for the number of shares of Common Stock of Golden Chest theretofore represented by each certificate so surrendered; provided, however, that such holders shall not be required to surrender any such certificates until such certificates would normally be surrendered for transfer on the books of the issuing corporation in the ordinary course of business. c) At and after the Effective Time, all of the issued and outstanding shares of Common Stock of Golden Chest held immediately prior to the Effective Time shall be cancelled and cease to exist, without any consideration being payable therefor. d) At the Effective Time, each option to purchase shares of Common Stock of the Company outstanding immediately prior to the Effective Time shall become an option to purchase shares of Common Stock in the Surviving Corporation, subject to the same terms and conditions and at the same option price applicable to each such option immediately prior to the Effective Time.

Terms of Merger. (a) At From and after the Effective TimeTime of the Merger, the Surviving Corporation shall possess all the rights, privileges, immunities, and franchises of a public, as well as of a private nature, of each issued of the Constituent Corporations; and outstanding share all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares and all other choses in action, and all and every other interest, of Common Stock or belonging to or due to each of Golden Chest shallthe Constituent Corporations, automatically shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger, provided, however, that the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations, and any claim existing or action or preceding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place, and neither the rights of creditors nor any liens upon the property of either of the Constituent Corporations or shall be impaired by the Merger. (b) As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, (i) each share of Common Stock of Empress Joliet issued and outstanding immediately prior to the Effective Time shall be extinguished canceled and converted into one the right to receive 0.53 shares of the Common Stock of Entertainment and 0.12 shares of the Non-Voting Common Stock of Entertainment, (ii) each share of capital stock of the Merging Corporation issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished and be converted into and become one fully paid and nonassessable share of Common Stock of the Surviving Corporation. The holder of ; and (iii) each share so extinguished and converted (of record on the shareholder records of Golden Chest at the Effective Time) shall be recorded on the books of the Surviving Corporation as the holder of the number of shares of Common Stock of the Surviving Corporation which such holder is entitled to receive; Entertainment and each certificate theretofore representing one or more shares share of Non-Voting Common Stock of Golden Chest shall be deemed, for all corporate purposes, to evidence ownership of the same number of shares of Common Stock of the Surviving Corporation which the holder of such certificate is entitled to receive. b) Each person who, as a result of the Merger, holds one or more certificates to which theretofore represented one or more shares of Common Stock of Golden Chest shall surrender any such certificates to the Surviving Corporation (or to any agent designated for such purpose by the Surviving Corporation), and upon such surrender, the Surviving Corporation shall, within a reasonable time, deliver to such person in substitution and exchange therefor (I) one or more certificates evidencing the number of shares of Common Stock of the Surviving Corporation which such person is entitled to receive in accordance with the terms of this Plan and Merger Agreement in substitution for the number of shares of Common Stock of Golden Chest theretofore represented by each certificate so surrendered; provided, however, that such holders shall not be required to surrender any such certificates until such certificates would normally be surrendered for transfer on the books of the issuing corporation in the ordinary course of business. c) At and after the Effective Time, all of the Entertainment issued and outstanding shares of Common Stock of Golden Chest held immediately prior to the Effective Time shall be cancelled canceled and cease converted into the right to exist, without any consideration being payable therefor. d) At receive one share of the Effective Time, each option to purchase shares of Common Stock of Entertainment and one share of the Company outstanding immediately Non-Voting Common Stock of Entertainment, respectively; provided, however, that the shares of the Common Stock and Non-Voting Common Stock of Entertainment to be issued upon conversion shall not be issued to a shareholder unless and until such shareholder has executed and delivered to Entertainment the Amended and Restated Stockholders Agreement or an agreement to be bound by the provisions thereof. (c) The Surviving Corporation shall pay all expenses of carrying the Plan into effect and accomplishing the Merger provided for herein. (d) The proper officers and directors of the Constituent Corporations and Entertainment shall execute and deliver all such documents and take all such actions as may be necessary or advisable, or as may be requested by the Surviving Corporation or Entertainment from time to time, in order to vest fully all the property rights of the Constituent Corporations in the Surviving Corporation and otherwise carry out this Plan. (e) Anything herein or elsewhere to the contrary notwithstanding, this Plan may be abandoned by the mutual consent of the Constituent Corporations and Entertainment, evidenced by appropriate resolutions of their respective Board of Directors, at any time prior to the Effective Time shall become an option to purchase shares of Common Stock in the Surviving Corporation, subject to the same terms and conditions and at the same option price applicable to each such option immediately prior to Merger. (f) Promptly after the Effective Time., the Surviving Corporation shall duly and properly file an election to be a Qualified Subchapter S Subsidiary. *****

Terms of Merger. (a) At the Effective Time, the shares of capital stock of Gum Tech will be converted into shares of capital stock of Matrixx as follows: (i) each share of Gum Tech common stock issued and outstanding share of Common Stock of Golden Chest shallimmediately before the Effective Time will, automatically and without further act of either of the Constituent Corporations Gum Tech, Matrixx, or of the holders any holder thereof, be extinguished and converted into one issued and outstanding and fully paid and non-assessable share of Common Stock Matrixx common stock subject to the same terms, conditions, and restrictions, if any, as existed immediately before the Effective Time; and (ii) any share of Gum Tech common stock held in the Surviving Corporation. The holder treasury immediately before the Effective Time will, automatically and without further act of each share so Gum Tech or Matrixx, be extinguished and converted (into one fully paid and nonassessable share of record on Matrixx common stock to be held in the shareholder records treasury of Golden Chest at Matrixx subject to the same terms, conditions, and restrictions, if any, as existed immediately before the Effective Time) shall be recorded on the books of the Surviving Corporation as the holder of the number of shares of Common Stock of the Surviving Corporation which such holder is entitled to receive; and each certificate theretofore representing one or more shares of Common Stock of Golden Chest shall be deemed, for all corporate purposes, to evidence ownership of the same number of shares of Common Stock of the Surviving Corporation which the holder of such certificate is entitled to receive. (b) Each person who, as a result of the Merger, holds one or more certificates to which theretofore represented representing one or more shares of Common Stock of Golden Chest shall Gum Tech common stock may surrender any such certificates certificate to the Surviving Corporation (or to any agent designated for such purpose by the Surviving Corporation)Matrixx, and and, upon such surrender, the Surviving Corporation shallMatrixx will, within a reasonable time, deliver to such person person, in substitution and exchange therefor (I) therefor, one or more certificates evidencing the number of shares of Common Stock of the Surviving Corporation which Matrixx common stock, that such person is entitled to receive in accordance with the terms of this Plan and Merger Agreement Agreement, in substitution for the number of shares of Common Stock of Golden Chest theretofore Gum Tech common stock represented by each certificate so surrendered; provided, however, that no such holders shall not holder will be required to surrender any such certificates certificate until such certificates certificate otherwise would normally be surrendered for transfer on the books of the issuing corporation in the ordinary course of business. (c) At and after the Effective Time, all of the issued and outstanding shares of Common Stock capital stock of Golden Chest held Matrixx issued or outstanding immediately prior to before the Effective Time shall will, automatically and without further act of Gum Tech, Matrixx, or any holder thereof, be cancelled and cease to exist, without any consideration being payable therefor. (d) At the Effective Time, each option option, warrant or other right to purchase shares of Common Stock of the Company Gum Tech common stock outstanding immediately prior to before the Effective Time shall will, automatically and without further act of Gum Tech, Matrixx, or any holder thereof, become an option option, warrant or other right (as applicable) to purchase shares of Common Stock in the Surviving CorporationMatrixx common stock, subject to the same terms and conditions and at the same option price applicable to each such option option, warrant or other right immediately prior to before the Effective Time.

Terms of Merger. Immediately following the Effective Time (as defined below), without condition, Parent shall cause Merger Sub to file with the Secretary of State of the State of Delaware a properly executed certificate of merger for the LLC Merger (the “LLC Certificate of Merger”) conforming to the requirements of the LLCA, in a form mutually agreeable to the parties hereto. The LLC Merger shall become effective at the time the LLC Certificate of Merger is filed with the Secretary of State of the State of Delaware. (a) Effects of the LLC Merger (1) At the time at which the LLC Merger is filed with the Secretary of State of Delaware, as described above (the “Effective Time”), each issued and outstanding share of Common Stock of Golden Chest shall, automatically and without further act of either (i) the separate existence of the Constituent Corporations or of Merger Sub shall cease and the holders thereof, be extinguished and converted into one issued and outstanding share of Common Stock of the Surviving Corporation. The holder of each share so extinguished and converted (of record on the shareholder records of Golden Chest at the Effective Time) Merger Sub shall be recorded on merged with and into the books of Company, with the Surviving Corporation Company continuing as the holder of surviving entity in the number of shares of Common Stock of LLC Merger (Merger Sub and the Surviving Corporation which such holder Company are sometimes referred to below as the “LLC Constituent Entities” and the Company following the LLC Merger is entitled sometimes referred to receive; and each certificate theretofore representing one or more shares of Common Stock of Golden Chest shall be deemed, for all corporate purposes, to evidence ownership of below as the same number of shares of Common Stock of the Surviving Corporation which the holder of such certificate is entitled to receive. b) Each person who, as a result of the Merger, holds one or more certificates to which theretofore represented one or more shares of Common Stock of Golden Chest shall surrender any such certificates to the Surviving Corporation (or to any agent designated for such purpose by the Surviving Corporation“Continuing LLC”), and upon such surrender, (ii) the Surviving Corporation shall, within a reasonable time, deliver to such person in substitution and exchange therefor (I) one or more certificates evidencing the number Certificate of shares of Common Stock Formation of the Surviving Corporation which such person is entitled Company as in effect immediately prior to receive the Effective Time shall be unchanged by the LLC Merger, and (iii) the Company’s Limited Liability Company Operating Agreement shall be terminated in accordance with the terms of this Plan its entirety and Merger Agreement in substitution for the number of shares of Common Stock of Golden Chest theretofore represented by each certificate so surrendered; provided, however, that such holders shall not be required to surrender any such certificates until such certificates would normally be surrendered for transfer on the books of the issuing corporation in the ordinary course of businesshave no further force or effect. c(2) At and after the Effective Time, the Continuing LLC shall possess all the rights, privileges, powers, and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities, and duties of each of the issued LLC Constituent Entities; and outstanding shares all singular rights, privileges, powers, and franchises of Common Stock each of Golden Chest held the LLC Constituent Entities, and all property, real, personal, and mixed, and all debts due to either of the LLC Constituent Entities on whatever account, and all other things in action or belonging to each of the LLC Constituent Entities, shall be vested in the Continuing LLC, and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter as effectually the property of the Continuing LLC as they were of the LLC Constituent Entities, and the title to any real estate vested by deed or otherwise, in either of the LLC Constituent Entities, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the LLC Constituent Entities shall be preserved unimpaired, and all debts, liabilities, and duties of the LLC Constituent Entities shall thereafter attach to the Continuing LLC, and may be enforced against it to the same extent as if such debts and liabilities had been incurred by it. (3) At the Effective Time, (i) the members of the Board of Directors and executive officers of the Parent holding office immediately prior to the Effective Time shall remain as the members of the Board of Directors and executive officers of the Parent, unless otherwise determined by the Parent and the Company upon mutual agreement prior to the Effective Time; (ii) the members of the Board of Managers of the Company holding office immediately prior to the Effective Time shall be cancelled automatically removed and cease to exist, without any consideration being payable therefor. dreplaced by the sole manager of the Merger Sub; and (iii) At the Effective Time, each option to purchase shares of Common Stock executive officers of the Company outstanding holding office immediately prior to the Effective Time shall become an option to purchase shares automatically be removed and replaced by the executive officers of Common Stock in the Surviving CorporationParent, subject to unless otherwise determined by the same terms Parent and conditions and at the same option price applicable to each such option immediately Company upon mutual agreement prior to the Effective Time. (4) Upon the terms and subject to the conditions of this Agreement, the closing (as defined below) of the Merger will take place (a) at the offices of The Loev Law Firm, P.C., 0000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxx 00000, at 7:00 a.m., Texas time, on the date that is the second Business Day after the satisfaction or waiver of the conditions set forth in Sections 7 and 8 hereof, other than conditions which by their terms are to be satisfied at the Closing, or (b) such other location, date or time as the parties may mutually agree (the “Closing Date”). For purposes of this Agreement, a “Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which the office of the Texas Secretary of State is closed.

Terms of Merger. (a) The manner and basis for converting the issued and outstanding shares of the capital stock of each of the constituent corporations upon the Merger will be as set forth below in this subsection 1.03 (a). (i) At the Effective Time, each by virtue of the Merger and without any action on the part of the parties hereto, the shares of the Company's common stock, par value $.10 per share ("Company Common Stock"), issued and outstanding immediately prior to the Effective Time ("Outstanding Company Common Stock") will be converted into the right to receive an aggregate amount (the "Purchase Price") equal to such number of shares of Voting Stock of 2Connect required by the Recapitalization of 2Connect, as set forth in subsection 1.05(a) hereof. (ii) At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto, the Bridge Debentures, if any, will be converted into the right to receive a Convertible Subordinate Debenture of 2Connect of equivalent principal value in accordance with Exhibit E. (iii) After the Effective Time, no share of Outstanding Company Common Stock shall be deemed to be outstanding, and each share of the Company Common Stock, preferred stock, if any, and any options or warrants or other securities convertible into or exchangeable for shares of Company Common Stock shall automatically be canceled and retired and shall cease to exist, and each holder of any such securities of the Company shall cease to have any rights with respect thereto, except the right to receive the Purchase Price as stated in subsection 1.03(a)(i). (iv) Each share of Common Stock Stock, par value $.01 per share, of Golden Chest shall, automatically and without further act of either of the Constituent Corporations or of the holders thereof, be extinguished and converted into one Acquisition issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and shall continue to be one validly issued, fully paid and nonassessable share of Common Stock Stock, par value $.01 per share, of the Surviving Corporation. The holder of each share so extinguished and converted (of record on the shareholder records of Golden Chest at Certificates which immediately prior to the Effective Time) shall be recorded on Time represented issued shares of Common Stock of Acquisition will, without the books of need for further action by any Person, immediately after the Surviving Corporation as the holder of the Effective Time represent a like number of shares of Common Stock of the Surviving Corporation which such holder is entitled to receive; and each certificate theretofore representing one or more shares of Common Stock of Golden Chest shall be deemed, for all corporate purposes, to evidence ownership of the same number of shares of Common Stock of the Surviving Corporation which the holder of such certificate is entitled to receiveCorporation. (b) Each person whoThe Articles of Incorporation of Acquisition, as a result of the Merger, holds one or more certificates to which theretofore represented one or more shares of Common Stock of Golden Chest shall surrender any such certificates to the Surviving Corporation (or to any agent designated for such purpose by the Surviving Corporation), and upon such surrender, the Surviving Corporation shall, within a reasonable time, deliver to such person in substitution and exchange therefor (I) one or more certificates evidencing the number of shares of Common Stock of the Surviving Corporation which such person is entitled to receive in accordance with the terms of this Plan and Merger Agreement in substitution for the number of shares of Common Stock of Golden Chest theretofore represented by each certificate so surrendered; provided, however, that such holders shall not be required to surrender any such certificates until such certificates would normally be surrendered for transfer on the books of the issuing corporation in the ordinary course of business. c) At and after the Effective Time, all of the issued and outstanding shares of Common Stock of Golden Chest held immediately prior to the Effective Time shall be cancelled and cease to exist, without any consideration being payable therefor. d) At the Effective Time, each option to purchase shares of Common Stock of the Company outstanding immediately prior to the Effective Time shall become an option to purchase shares of Common Stock in the Surviving Corporation, subject to the same terms and conditions and at the same option price applicable to each such option effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation. The Bylaws of Acquisition, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation. (c) As of the Effective Time, the directors and officers of the Surviving Corporation shall be as set forth on EXHIBIT B hereto, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

Terms of Merger. (a) At From and after the Effective Timeeffective time of the Merger, the Surviving Corporation shall possess all the rights, privileges, immunities, and franchises of a public, as well as of a private nature, of each issued of the Constituent Corporations; and outstanding share all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares and all other choses in action, and all and every other interest, of Common Stock or belonging to or due to each of Golden Chest shallthe Constituent Corporations, automatically shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger, provided, however, that the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place, and neither the rights of creditors nor any liens upon the property of either of the Constituent Corporations or of the holders thereof, be extinguished and converted into one issued and outstanding share of Common Stock of the Surviving Corporation. The holder of each share so extinguished and converted (of record on the shareholder records of Golden Chest at the Effective Time) shall be recorded on impaired by the books of the Surviving Corporation as the holder of the number of shares of Common Stock of the Surviving Corporation which such holder is entitled to receive; and each certificate theretofore representing one or more shares of Common Stock of Golden Chest shall be deemed, for all corporate purposes, to evidence ownership of the same number of shares of Common Stock of the Surviving Corporation which the holder of such certificate is entitled to receiveMerger. (b) Each person who, as a result of Upon the Merger, holds one or more certificates to which theretofore represented one or more shares of Common Stock of Golden Chest shall surrender any such certificates to the Surviving Corporation (or to any agent designated for such purpose by the Surviving Corporation), and upon such surrender, the Surviving Corporation shall, within a reasonable time, deliver to such person in substitution and exchange therefor (I) one or more certificates evidencing the number of shares of Common Stock of the Surviving Corporation which such person is entitled to receive in accordance with the terms of this Plan and Merger Agreement in substitution for the number of shares of Common Stock of Golden Chest theretofore represented by each certificate so surrendered; provided, however, that such holders shall not be required to surrender any such certificates until such certificates would normally be surrendered for transfer on the books of the issuing corporation in the ordinary course of business. c) At and after the Effective Timebecoming effective, all of the issued and outstanding common shares of Common Stock of Golden Chest held immediately prior to the Effective Time shall be cancelled and cease to exist, without any consideration being payable therefor. d) At the Effective Time, each option to purchase shares of Common Stock of the Company Merging Corporation outstanding immediately prior to the Effective Time Merger shall become an option to purchase be canceled and no new shares of Common Stock the Surviving Corporation shall be issued in connection therewith. (c) At the effective time of the Merger, the name of the Surviving Corporation shall be “BioScopix, Inc.” (d) The Surviving Corporation shall pay all expenses of carrying this Plan into effect and accomplishing the Merger provided for herein. (e) The officers and directors of the Constituent Corporations shall execute and deliver all such documents and take all such actions as may be necessary or advisable, or as may be requested by the Surviving Corporation from time to time, in order to vest fully all the property rights of the Constituent Corporations in the Surviving Corporation, subject Corporation and otherwise carry out this Plan. (f) Anything herein or elsewhere to the same terms and conditions and contrary notwithstanding, this Plan may be abandoned by the mutual consent of the Constituent Corporations, evidenced by appropriate resolutions of their respective Board of Directors, at the same option price applicable to each such option immediately any time prior to the Effective Timeeffective date of the Merger.

Terms of Merger. (a) At From and after the Effective Timeeffective time of the Merger, the Surviving Company shall possess all the rights, privileges, immunities, and franchises of a public, as well as of a private nature, of each issued of the Constituent Companies; and outstanding share all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares and all other choses in action, and all and every other interest, of Common Stock or belonging to or due to each of Golden Chest shallthe Constituent Companies, automatically shall be taken and deemed to be transferred to and vested in the Surviving Company without further act or deed; and the title to any real estate, or any interest therein, vested in any of the Constituent Companies shall not revert or be in any way impaired by reason of the Merger, provided, however, that the Surviving Company shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Companies, and any claim existing or action or proceeding pending by or against either of the Constituent Companies may be prosecuted to judgment as if the Merger had not taken place, or the Surviving Company may be substituted in its place, and neither the rights of creditors nor any liens upon the property of either of the Constituent Corporations or Companies shall be impaired by the Merger. (b) Upon the Merger becoming effective, all shares of stock of the holders thereof, be extinguished and converted into one issued and outstanding share of Common Stock of the Surviving Corporation. The holder of each share so extinguished and converted (of record on the shareholder records of Golden Chest at the Effective Time) shall be recorded on the books of the Surviving Corporation as the holder of the number of shares of Common Stock of the Surviving Corporation which such holder is entitled to receive; and each certificate theretofore representing one or more shares of Common Stock of Golden Chest shall be deemed, for all corporate purposes, to evidence ownership of the same number of shares of Common Stock of the Surviving Corporation which the holder of such certificate is entitled to receive. b) Each person who, as a result of the Merger, holds one or more certificates to which theretofore represented one or more shares of Common Stock of Golden Chest shall surrender any such certificates to the Surviving Corporation (or to any agent designated for such purpose by the Surviving Corporation), and upon such surrender, the Surviving Corporation shall, within a reasonable time, deliver to such person in substitution and exchange therefor (I) one or more certificates evidencing the number of shares of Common Stock of the Surviving Corporation which such person is entitled to receive in accordance with the terms of this Plan and Merger Agreement in substitution for the number of shares of Common Stock of Golden Chest theretofore represented by each certificate so surrendered; provided, however, that such holders shall not be required to surrender any such certificates until such certificates would normally be surrendered for transfer on the books of the issuing corporation in the ordinary course of business. c) At and after the Effective Time, all of the issued and outstanding shares of Common Stock of Golden Chest held immediately prior to the Effective Time shall be cancelled and cease to exist, without any consideration being payable therefor. d) At the Effective Time, each option to purchase shares of Common Stock of the Merging Company outstanding immediately prior to the Effective Time Merger shall become an option to purchase shares of Common Stock be canceled and retired, and no new stock in the Surviving CorporationCompany shall be issued. (c) The Surviving Company shall pay all expenses of carrying this Plan into effect and accomplishing the Merger provided for herein. (d) The officers, subject as applicable, of the Constituent Companies shall execute and deliver all such documents and take all such actions as may be necessary or advisable, or as may be requested by the Surviving Company from time to time, in order to vest fully all the property rights of the Constituent Companies in the Surviving Company and otherwise carry out this Plan. (e) Anything herein or elsewhere to the same terms and conditions and contrary notwithstanding, this Plan may be abandoned by the mutual consent of each of the Constituent Company, evidenced by appropriate resolutions of their respective board of directors, at the same option price applicable to each such option immediately any time prior to the Effective Timeeffective date of the Merger. (f) For accounting purposes the effective time of the Merger shall be deemed to be the close of business on December 31, 2018.

Terms of Merger. (a) At the Effective Time, the shares of capital stock of Formula will be converted into shares of capital stock of VSUS as follows: (i) each share of Formula Common Stock issued and outstanding share of Common Stock of Golden Chest shallimmediately before the Effective Time will, automatically and without further act of either of the Constituent Corporations Formula, VSUS, or of the holders any holder thereof, be extinguished and converted into one issued and outstanding and fully paid and non-assessable share of VSUS Common Stock subject to the same terms, conditions, and restrictions, if any, as existed immediately before the Effective Time; and (ii) any share of Formula Common Stock held in the Surviving Corporation. The holder treasury immediately before the Effective Time will, automatically and without further act of each share so Formula or VSUS, be extinguished and converted (into one fully paid and nonassessable share of record on VSUS Common Stock to be held in the shareholder records treasury of Golden Chest at VSUS subject to the same terms, conditions, and restrictions, if any, as existed immediately before the Effective Time) shall be recorded on the books of the Surviving Corporation as the holder of the number of shares of Common Stock of the Surviving Corporation which such holder is entitled to receive; and each certificate theretofore representing one or more shares of Common Stock of Golden Chest shall be deemed, for all corporate purposes, to evidence ownership of the same number of shares of Common Stock of the Surviving Corporation which the holder of such certificate is entitled to receive. (b) Each person who, as a result of the Merger, holds one or more certificates to which theretofore represented representing one or more shares of Formula Common Stock of Golden Chest shall may surrender any such certificates certificate to the Surviving Corporation (or to any agent designated for such purpose by the Surviving Corporation)VSUS, and and, upon such surrender, the Surviving Corporation shallVSUS will, within a reasonable time, deliver to such person person, in substitution and exchange therefor (I) therefor, one or more certificates evidencing the number of shares of VSUS Common Stock of the Surviving Corporation which Stock, that such person is entitled to receive in accordance with the terms of this Plan and Merger Agreement Agreement, in substitution for the number of shares of Formula Common Stock of Golden Chest theretofore represented by each certificate so surrendered; provided, however, that no such holders shall not holder will be required to surrender any such certificates certificate until such certificates certificate otherwise would normally be surrendered for transfer on the books of the issuing corporation in the ordinary course of business. (c) At and after the Effective Time, all of the issued and outstanding shares of Common Stock capital stock of Golden Chest held VSUS issued or outstanding immediately prior to before the Effective Time shall will, automatically and without further act of Formula, VSUS, or any holder thereof, be cancelled and cease to exist, without any consideration being payable therefor. (d) At the Effective Time, each option the Surviving Corporation shall assume all obligations of Formula under any employee benefit plan in effect as of such date, with respect to which employee rights or accrued benefits are outstanding as of such date. Each option, warrant or other right to purchase shares of Formula Common Stock of the Company outstanding immediately prior to before the Effective Time shall will, automatically and without further act of Formula, VSUS, or any holder thereof, become an option option, warrant or other right (as applicable) to purchase shares of VSUS Common Stock in the Surviving CorporationStock, subject to the same terms and conditions and at the same option price applicable to each such option option, warrant or other right immediately prior to before the Effective Time.