Common use of Conversion of Securities in the Merger Clause in Contracts

Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any capital stock described below: (a) All shares of Common Stock and Preferred Stock that are held in ADTI’s treasury shall be canceled and cease to exist and no cash or other consideration shall be delivered in exchange therefor. (b) Each ADTI stockholder of record as of the Effective Time who holds in the aggregate less than one thousand five hundred (1,500) shares of ADTI Stock shall be entitled to receive for each issued and outstanding share of ADTI Stock held by such stockholder, unless such stockholder exercises his, her or its dissenters’ rights pursuant to Section 9 of this Agreement, an amount in cash, without interest, equal to two United States cents (US$0.02) per share; however, in no event shall a stockholder who is entitled to receive cash for their shares of ADTI Stock under this Section 7(b) receive less than one United States dollar (US$1.00). All such shares, when so converted under this Section 7(b), shall be retired, shall cease to be outstanding and shall automatically be cancelled, and the holder of a certificate that, immediately prior to the Effective Time, represented such shares (a “Stock Certificate”), shall cease to have any rights with respect thereto, except the right to receive the Cash Consideration, and any amounts payable pursuant to Section 8(c) of this Agreement. (c) Each ADTI stockholder of record as of the Effective Time who holds in the aggregate one thousand five hundred (1,500) shares or more of ADTI Stock shall automatically receive (without surrender of stock certificates or any other action): (i) one (1) fully paid and nonassessable share of common stock (the “Surviving Corporation Common Stock”) for each one thousand five hundred (1,500) issued and outstanding shares of Common Stock held by such stockholder, and (ii) one (1) fully paid and nonassessable share of Series D convertible preferred stock (the “Surviving Corporation Preferred Stock”) for each one thousand five hundred (1,500) issued and outstanding shares of Preferred Stock held by such stockholder (the “Stock Conversion”). After the Stock Conversion, any remaining fractional shares held by a stockholder under this Section 7(c) shall be disposed of, in accordance with Colorado law, by paying such stockholder an amount in cash, without interest, equal to the product of two United States cents (US$0.02) multiplied by the number of fractional share(s) of ADTI Stock held by such stockholder; however, in no event shall a stockholder who is entitled to receive cash for their fractional shares of ADTI Stock under this Section 7(c) receive less than one United States dollar (US$1.00). By way of example, if an ADTI stockholder of record as of the Effective Time holds in the aggregate two thousand shares (2,000) of Common Stock and one thousand five hundred (1,500) shares of Preferred Stock, then at the Effective Time such stockholder would receive one (1) fully paid and nonassessable share of Surviving Corporation Common Stock, one (1) fully paid and nonassessable share of Surviving Corporation Preferred Stock and ten United States dollars (US$10.00).

Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger Time and without any action on the part of SCT, Acquisition Sub, ABT, the Securityholders or any other holders of any of the securities of any of such corporations: 2.8.1. each share of issued and outstanding ABT Common Stock immediately prior to the Effective Time shall be converted into the right to receive an amount equal to the Fully Diluted Per Share Amount, and as a result thereof, the holders thereof shall, in the aggregate, have the right to receive such amounts as set forth on SCHEDULE 1 (subject to Sections 2.2.2 and 2.3); 2.8.2. each share of issued and outstanding ABT Preferred Stock immediately prior to the Effective Time shall be converted into the right to receive an amount equal to the sum of (i) the product of (A) the Fully Diluted Per Share Amount, multiplied by (B) the number of shares of ABT Common Stock such share of ABT Preferred Stock would be convertible into at the Effective Time in accordance with ABT's Charter Documents, plus (ii) the Closing Preferred Stock Per Share Payment, and as a result thereof, the holders thereof shall, in the aggregate, have the right to receive such amounts as set forth on SCHEDULE 1 (subject to Sections 2.2.2 and 2.3); 2.8.3. each share of capital stock described below: (a) All shares of Common Stock and Preferred Stock ABT that are is held in ADTI’s the treasury of ABT shall be canceled and cease to exist retired and no cash or other consideration shall be paid or delivered in exchange therefor.therefore; 2.8.4. each outstanding stock option, warrant or other right to purchase any shares of capital stock of ABT (beach a "Convertible Security and collectively, the "Convertible Securities") Each ADTI stockholder other than each Convertible Security exercisable for ABT Preferred Stock (the "Preferred Warrants"), whether or not then exercisable or vested, shall be canceled in exchange for the right to receive an amount equal to the difference between (i) the Fully Diluted Per Share Amount and (ii) the exercise price for such Convertible Security, and as a result thereof, the holders thereof shall, in the aggregate, have the right to receive such amounts as set forth on SCHEDULE 1 (subject to Sections 2.2.2 and 2.3); 2.8.5. each Preferred Warrant, whether or not then exercisable or vested, shall be canceled in exchange for the right to receive an amount equal to the difference between (i) the product of record (A) the Fully Diluted Per Share Amount, multiplied by (B) the number of shares of ABT Common Stock such Preferred Warrant (assuming exercise of such Preferred Warrant into shares of ABT Preferred Stock as of the Effective Time) would be convertible into at the Effective Time who holds in accordance with ABT's Charter Documents, and (ii) the exercise price for such Preferred Warrant, and as a result thereof, the holders thereof shall, in the aggregate less than one thousand five hundred (1,500) shares of ADTI Stock shall be entitled aggregate, have the right to receive for such amounts as set forth on SCHEDULE 1 (subject to Section2 2.2.2 and 2.3); 2.8.6. each share of capital stock of Acquisition Sub issued and outstanding share of ADTI Stock held by such stockholder, unless such stockholder exercises his, her or its dissenters’ rights pursuant to Section 9 of this Agreement, an amount in cash, without interest, equal to two United States cents (US$0.02) per share; however, in no event shall a stockholder who is entitled to receive cash for their shares of ADTI Stock under this Section 7(b) receive less than one United States dollar (US$1.00). All such shares, when so converted under this Section 7(b), shall be retired, shall cease to be outstanding and shall automatically be cancelled, and the holder of a certificate that, immediately prior to the Effective TimeTime shall be converted into and exchangeable for one validly issued, represented such shares (a “Stock Certificate”), shall cease to have any rights with respect thereto, except the right to receive the Cash Consideration, and any amounts payable pursuant to Section 8(c) of this Agreement. (c) Each ADTI stockholder of record as of the Effective Time who holds in the aggregate one thousand five hundred (1,500) shares or more of ADTI Stock shall automatically receive (without surrender of stock certificates or any other action): (i) one (1) fully paid and nonassessable non-assessable share of common stock (the “Surviving Corporation Common Stock”) for each one thousand five hundred (1,500) issued and outstanding shares of Common Stock held by such stockholder, and (ii) one (1) fully paid and nonassessable share of Series D convertible preferred stock (the “Surviving Corporation Preferred Stock”) for each one thousand five hundred (1,500) issued and outstanding shares of Preferred Stock held by such stockholder (the “Stock Conversion”). After the Stock Conversion, any remaining fractional shares held by a stockholder under this Section 7(c) shall be disposed of, in accordance with Colorado law, by paying such stockholder an amount in cash, without interest, equal to the product of two United States cents (US$0.02) multiplied by the number of fractional share(s) of ADTI Stock held by such stockholder; however, in no event shall a stockholder who is entitled to receive cash for their fractional shares of ADTI Stock under this Section 7(c) receive less than one United States dollar (US$1.00). By way of example, if an ADTI stockholder of record as of the Effective Time holds in the aggregate two thousand shares (2,000) of Common Stock and one thousand five hundred (1,500) shares of Preferred Stock, then at the Effective Time such stockholder would receive one (1) fully paid and nonassessable share of Surviving Corporation Common Stock, one (1) fully paid and nonassessable share of Surviving Corporation Preferred Stock and ten United States dollars (US$10.00)Corporation.