Common use of Conversion of Interests Clause in Contracts

Conversion of Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Company and/or Merger Subsidiary: (a) Each of the shares of common stock of Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b) hereof) will be converted into the right to receive one share of Parent or an aggregate of 21,173,013 shares of common stock of Parent, par value $0.001 per share (“Parent Common Stock”), including shares issued pursuant to the Minimum Offering. The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, is referred to herein as the “Merger Consideration.” (b) All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of the Company, amounting to 1,100,000 $1.05 options to acquire shares of Company Common Stock (collectively “Company’s Convertible Securities”) outstanding at the Effective Time, whether or not exercisable and whether or not vested (all of which are listed Company Disclosure Schedule in Section 2.3 thereof) shall remain outstanding following the Effective Time but shall be assumed by Parent. Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions as set forth in the underlying Convertible Securities documents but will be convertible into shares of Parent Common Stock as described in Company Disclosure Schedule in Section 2.3

Conversion of Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Company and/or Merger Subsidiary: (a) Each One hundred percent (100%) of the shares of common stock of Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b) hereof) will be converted into the right to receive one share of Parent or an aggregate of 21,173,013 13,500,000 shares of common stock of Parent, par value $0.001 per share (“Parent Common Stock”), including shares issued pursuant to the Minimum Offering. The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, shall be converted is referred to herein as the “Merger Consideration.” (b) All stock options, warrants, convertible debt, debt other convertible securities or other rights to acquire shares or securities of the Company, amounting to 1,100,000 $1.05 options to acquire shares any kind of Company Common Stock (collectively collectively, “Company’s Company Convertible Securities”) outstanding at the Effective Time, whether or not exercisable and whether or not vested (all of which are listed in Company Disclosure Schedule in Section 2.3 thereof) shall remain outstanding following be cancelled at the Effective Time but Time, provided, however, any amounts due under documents related to convertible debt shall continue as debt of Company and shall be assumed by Parent. Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions . (c) Except as expressly set forth in herein, each share of any other equity interest or right related to any other equity interest of Company (other than Company Common Stock) shall be cancelled, without payment of any consideration therefor and without any conversion thereof. (d) Each share of common stock of Merger Subsidiary, par value $0.001 per share (“Merger Subsidiary Common Stock”) issued and outstanding immediately prior to the underlying Convertible Securities documents but will Effective Time, shall be convertible into shares cancelled as of the Effective Time. (e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is then owned beneficially or of record by Parent, Merger Subsidiary or any direct or indirect subsidiary of Parent or Merger Subsidiary, shall be cancelled, without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock as described in Company Disclosure Schedule in Section 2.3shall be issued to Parent.

Conversion of Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Company and/or the Merger Subsidiary: (a) Each All of the shares of common stock of the Company (“"Company Common Stock”") issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b1.4(c) hereof) will be converted into the right of the Company Shareholders to receive one share of Parent or an aggregate of 21,173,013 the shares of common stock of ParentParent as described in Paragraph 1.3(b), par value $0.001 per share (“"Parent Common Stock”"), including shares issued pursuant to the Minimum Offering. The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, converted is referred to herein as the “"Merger Consideration".” (b) All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of the Company, amounting to 1,100,000 $1.05 options to acquire shares of Company Common Stock (collectively “the "Company’s 's Convertible Securities”") outstanding at the Effective Time, whether or not exercisable and whether or not vested (all of which are listed on Schedule1.4(b) hereto), shall be cancelled. (c) Each share of Company Disclosure Schedule in Section 2.3 thereof) shall remain Common Stock issued and outstanding following immediately prior to the Effective Time but that is then owned beneficially or of record by Parent, Merger Subsidiary, or any direct or indirect subsidiary of Parent or the Company will be canceled without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock shall be assumed by issued to Parent. Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions . (d) Except as expressly set forth in herein, each share of any other equity interest of the underlying Convertible Securities documents but Company (other than Company Common Stock) will be convertible into shares canceled without payment of Parent Common Stock as described in any consideration therefor and without any conversion thereof. (e) Other than accounts payable associated with the normal course of business operations no debt of any other kind, including $600,000 of Company Disclosure Schedule in Section 2.3Shareholders debt, shall become an obligation to the parent.

Conversion of Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Company and/or Merger Subsidiary: (a) Each of the shares of common stock of Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b) hereof) will be converted into the right to receive one share of Parent or an aggregate of 21,173,013 40,000,000 shares of common stock of Parent, par value $0.001 0.01 per share (“Parent Common Stock”), including shares issued pursuant to the Minimum Offering. The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, is referred to herein as the “Merger Consideration.” (b) All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares or securities of the Company, amounting to 1,100,000 $1.05 options to acquire shares any kind of Company Common Stock (collectively “Company’s Convertible Securities”) outstanding at the Effective Time, whether or not exercisable and whether or not vested (all of which are listed Company Disclosure Schedule in Section 2.3 thereof) shall remain be canceled without payment of any consideration therefor and without any conversion thereof. (c) Except as expressly set forth herein, each share of any other equity interest of the Company (other than Company Common Stock) will be canceled without payment of any consideration therefor and without any conversion thereof. (d) Each share of common stock of Merger Subsidiary, par value $1.00 per share (“Merger Subsidiary Common Stock”), issued and outstanding following immediately prior to the Effective Time but will be canceled as of the Effective Time. (e) Each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time that is then owned beneficially or of record by Parent, Merger Subsidiary or any direct or indirect subsidiary of Parent or Merger Subsidiary, will be canceled without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock shall be assumed by issued to Parent. Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions as set forth in the underlying Convertible Securities documents but will be convertible into shares of Parent Common Stock as described in Company Disclosure Schedule in Section 2.3.

Conversion of Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Company and/or the Merger Subsidiary: (a) Each All of the shares of common stock of the Company (“the "Company Common Stock”") issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b1.4(c) hereof) will be converted into the right to receive one share of Parent or an aggregate of 21,173,013 5,326,320 shares of common stock of Parent, par value $0.001 per share the Parent (“the "Parent Common Stock”), including shares issued pursuant ") and Two Hundred Fifty Thousand Dollars ($250,000) payable to the Minimum Offering. The amount Company Shareholders as described in Paragraph 1.3(b) and the right to receive an aggregate of One Hundred Thousand Dollars ($100,000) payable to the Company Shareholders as described in Paragraph 1.3(c)(i) and an aggregate of 5,276,310 shares of Parent Common Stock into which shares issuable upon satisfaction of Company Common Stock is converted, on a one to one basis, is referred to herein as the “Merger Considerationapplicable Milestones.” (b) All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of the Company, amounting to 1,100,000 $1.05 options to acquire shares of Company Common Stock (collectively “the "Company’s 's Convertible Securities”") outstanding at the Effective Time, whether or not exercisable and whether or not vested (vested, and all of which are listed on the "Company Disclosure Schedule Schedule" as defined in Section 2.3 thereof2.1 hereof, shall be cancelled. (c) shall remain Each share of Company Common Stock issued and outstanding following immediately prior to the Effective Time but that is then owned beneficially or of record by Parent, Merger Subsidiary, or any direct or indirect subsidiary of Parent or the Company will be canceled without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock shall be assumed by issued to Parent. Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions . (d) Except as expressly set forth in herein, each share of any other equity interest of the underlying Convertible Securities documents but Company (other than Company Common Stock) will be convertible into shares canceled without payment of Parent any consideration therefor and without any conversion thereof. (e) Each share of common stock of Merger Subsidiary ("Merger Subsidiary Common Stock Stock"), issued and outstanding immediately prior to the Effective Time will be canceled as described in Company Disclosure Schedule in Section 2.3of the Effective Time.

Conversion of Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Company and/or Merger Subsidiary: (a) Each of the shares share of common stock of Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b) hereof) will be converted into the right to receive one share of Parent or an aggregate of 21,173,013 52,199,394 shares of common stock of Parent, par value $0.001 per share (“Parent Common Stock”), including shares issued pursuant to the Minimum Offering. The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, is referred to herein as the “Merger Consideration.” (b) All stock options, warrants, convertible debt, debt other convertible securities or other rights to acquire shares or securities of the Company, amounting to 1,100,000 $1.05 options to acquire shares any kind of Company Common Stock (collectively collectively, “Company’s Company Convertible Securities”) outstanding at the Effective Time, whether or not exercisable and whether or not vested (all of which are listed in Company Disclosure Schedule as defined in Section 2.3 thereof) shall remain outstanding following the Effective Time but and shall be assumed by Parent. Company’s Company Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions as set forth in the underlying Company Convertible Securities documents documents, but will be convertible into shares of Parent Common Stock as described in Schedule 1.4(b). (c) Except as expressly set forth herein, each share of any other equity interest of Company Disclosure Schedule in Section 2.3(other than Company Common Stock and Company Convertible Securities) will be canceled, without payment of any consideration therefor and without any conversion thereof. (d) Each share of common stock of Merger Subsidiary, par value $0.001 per share (“Merger Subsidiary Common Stock”), issued and outstanding immediately prior to the Effective Time will be canceled as of the Effective Time. (e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is then owned beneficially or of record by Parent, Merger Subsidiary or any direct or indirect subsidiary of Parent or Merger Subsidiary, will be canceled, without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock shall be issued to Parent.

Conversion of Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Company and/or the Merger Subsidiary: (a) Each All of the shares of common stock of the Company (“the "Company Common Stock”") issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b1.4(c) hereof) will be converted into the right of the Company Shareholder to receive one share of Parent or an aggregate of 21,173,013 525,000 shares of common stock of Parent, par value $0.001 per share the Parent as described in Paragraph 1.3(b) (“the "Parent Common Stock”"), including shares issued pursuant to the Minimum Offering. The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, converted is referred to herein as the “"Merger Consideration.”" (b) All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of the Company, amounting to 1,100,000 $1.05 options to acquire shares of Company Common Stock (collectively “the "Company’s 's Convertible Securities”") outstanding at the Effective Time, whether or not exercisable and whether or not vested (vested, and all of which are listed on the "Company Disclosure Schedule Schedule" as defined in Section 2.3 thereof2.1 hereof, shall be canceled. (c) shall remain Each share of Company Common Stock issued and outstanding following immediately prior to the Effective Time but that is then owned beneficially or of record by Parent, Merger Subsidiary, or any direct or indirect subsidiary of Parent or the Company will be canceled without payment of any consideration therefore and without any conversion thereof. Furthermore, at the Effective Time, one thousand (1,000) shares of Company Common Stock shall be assumed by issued to Parent. Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions . (d) Except as expressly set forth in herein, each share of any other equity interest of the underlying Convertible Securities documents but Company (other than Company Common Stock) will be convertible into shares canceled without payment of Parent any consideration therefore and without any conversion thereof. (e) Each share of common stock of Merger Subsidiary ("Merger Subsidiary Common Stock Stock"), issued and outstanding immediately prior to the Effective Time will be canceled as described in Company Disclosure Schedule in Section 2.3of the Effective Time.

Conversion of Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Company and/or the Merger Subsidiary: (a) Each All of the shares of common stock of the Company (“"Company Common Stock”") issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b1.4(c) hereof) will be converted into the right of ▇▇▇▇ ▇. ▇▇▇▇ the Company Shareholders to receive one share of Parent or an aggregate of 21,173,013 the shares of common stock of ParentParent as described in Paragraph 1.3(b), par value $0.001 per share (“"Parent Common Stock”"), including shares issued pursuant to the Minimum Offering. The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, converted is referred to herein as the “"Merger Consideration".” (b) All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of the Company, amounting to 1,100,000 $1.05 options to acquire shares of Company Common Stock (collectively “the "Company’s 's Convertible Securities”") outstanding at the Effective Time, whether or not exercisable and whether or not vested (all of which are listed on Schedule1.4(b) hereto), shall be cancelled. cancelled. (c) Each share of Company Disclosure Schedule in Section 2.3 thereof) shall remain Common Stock issued and outstanding following immediately prior to the Effective Time but that is then owned beneficially or of record by Parent, Merger Subsidiary, or any direct or indirect subsidiary of Parent or the Company will be canceled without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock shall be assumed by issued to Parent. Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions . (d) Except as expressly set forth in herein, each share of any other equity interest of the underlying Convertible Securities documents but Company (other than Company Common Stock) will be convertible into shares canceled without payment of Parent any consideration therefor and without any conversion thereof. (e) Each share of common stock of Merger Subsidiary, par value $0.0001 per share ("Merger Subsidiary Common Stock Stock"), issued and outstanding immediately prior to the Effective Time will be canceled as described in Company Disclosure Schedule in Section 2.3of the Effective Time.

Conversion of Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Company and/or the Merger Subsidiary: (a) Each All of the shares of common stock of the Company (“Company Common Stock”"COMPANY COMMON STOCK") issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b) hereof) will be converted into the right to receive one share of Parent or an aggregate of 21,173,013 7,700,000 shares of common stock of the Parent, par value $0.001 .001 per share (“"PARENT COMMON STOCK") along with warrants to purchase 800,000 shares of Parent Common Stock”), including shares issued pursuant Stock at an exercise price of $0.10 per share with such warrants to expire five years from the Minimum OfferingClosing Date. The amount of Parent Common Stock and warrants into which shares of Company Common Stock is converted, on a one to one basis, converted is referred to herein as the “Merger Consideration"MERGER CONSIDERATION".” (b) All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of the Company, amounting to 1,100,000 $1.05 options to acquire shares Each share of Company Common Stock (collectively “Company’s Convertible Securities”) issued and outstanding immediately prior to the Effective Time that is then owned beneficially or of record by Parent, Merger Subsidiary, or any direct or indirect subsidiary of Parent or the Company will be canceled without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, whether or not exercisable one (1) share of Company Common Stock shall be issued to Parent. (c) Except as expressly set forth herein, each share of any other equity interest of the Company (other than Company Common Stock) will be canceled without payment of any consideration therefor and whether or not vested without any conversion thereof. (all d) Each share of which are listed Company Disclosure Schedule in Section 2.3 thereof) shall remain common stock of Merger Subsidiary, par value $.001 per share ("MERGER SUBSIDIARY COMMON STOCK"), issued and outstanding following immediately prior to the Effective Time but shall be assumed by Parent. Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions as set forth in the underlying Convertible Securities documents but will be convertible into shares canceled as of Parent Common Stock as described in Company Disclosure Schedule in Section 2.3the Effective Time.

Conversion of Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Company and/or the Merger Subsidiary: (a) Each All of the shares of common stock of the Company (“"Company Common Stock”") issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b1.4(c) hereof) will be converted into the right to receive one share of Parent or an aggregate of 21,173,013 18,000,000 shares of common stock of Parent, no par value $0.001 per share (“"Parent Common Stock”"), including shares issued pursuant to the Minimum Offering. The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, converted is referred to herein as the “"Merger Consideration".” (b) All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of the Company, amounting to 1,100,000 $1.05 options to acquire shares of Company Common Stock (collectively the “Company’s Convertible Securities”) outstanding at the Effective Time, whether or not exercisable and whether or not vested (all of which are listed Company Disclosure Schedule in Section 2.3 thereofon Schedule1.4(b) hereto), shall remain outstanding following the Effective Time but shall be assumed by Parent. The Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions as set forth in the underlying Convertible Securities documents but will be convertible into shares of Parent Cardiff Common Stock as described in on Schedule 1.4(b) attached hereto. (c) Each share of Company Disclosure Schedule in Section 2.3Common Stock issued and outstanding immediately prior to the Effective Time that is then owned beneficially or of record by Parent, Merger Subsidiary, or any direct or indirect subsidiary of Parent or the Company will be canceled without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock shall be issued to Parent. (d) Except as expressly set forth herein, each share of any other equity interest of the Company (other than Company Common Stock) will be canceled without payment of any consideration therefor and without any conversion thereof. (e) Each share of common stock of Merger Subsidiary, par value $0.0001 per share ("Merger Subsidiary Common Stock"), issued and outstanding immediately prior to the Effective Time will be canceled as of the Effective Time.