Common use of Events Occurring Prior to the Closing Clause in Contracts

Events Occurring Prior to the Closing. (1) Prior to the Effective Date of the Merger , the Board of Directors and the shareholders of VIGS shall duly authorize and approve an eighty-for-one (80:1) reverse stock split (the “Reverse Split") of VIGS Common Stock. In connection with the Reverse Split, the total number of issued and outstanding shares of VIGS Common Stock held by each stockholder will be converted automatically into the number of whole shares of VIGS Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Split, divided by (ii) 80. The VIGS Preferred Stock shall remain unaffected by the Reverse Split. No fractional shares will be issued, and no cash or other consideration will be paid. Instead of issuing fractional shares, VIGS will issue one full share of the post-Reverse Split VIGS Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Split; (2) Prior to the Effective Date of the Merger, the Board of Directors of VIGS shall duly authorize the Amended and Restated Articles of Incorporation of VIGS in the form attached hereto as Exhibit B (the “VIGS Amended Articles”) so that VIGS shall have an authorized capitalization consisting of 200,000,000 shares of common stock, $0.0001 par value ("VIGS Common Stock"), of which, 943,675 shares will be issued and outstanding as the Effective Date of the Merger (which includes an additional 125,000 post Reverse Split shares issued in connection with legal services); and 50,000,000 authorized shares of Preferred Stock, including (a) 5,000,000 authorized shares of Series A Preferred Stock, $0.0001 par value ("VIGS Series A Preferred Stock"), of which, no shares will be issued and outstanding as of the Effective Date of the Merger (b) 20,000,000 authorized shares of Series B Preferred Stock, $0.0001 par value ("VIGS Series B Preferred Stock"), of which no shares will be issued and outstanding the Effective Date of the Merger, (c) 5,000 authorized shares of Series C Preferred Stock, $0.0001 par value ("VIGS Series C Preferred Stock"), of which no shares will issued and outstanding as the Effective Date of the Merger, and (d) 25,000,000 remaining undesignated authorized shares of preferred stock, ("VIGS Undesignated Preferred Stock"), of which none will be issued and outstanding as of the date of the Effective Date of the Merger (collectively, the VIGS Series A Preferred Stock, the VIGS Series B Preferred Stock, the VIGS Series C Preferred Stock and the Undesignated Preferred Stock shall be collectively referred to herein as the “VIGS Preferred Stock”). Upon receipt of the necessary shareholder approval (which VIGS covenants to obtain), the Board of Directors of VIGS shall cause the VIGS Amended Articles to be filed with the Nevada Secretary of State. (3) It is currently contemplated that prior to the Effective Date of the Merger, ▇▇▇▇▇▇ shall (i) close its private offerings under Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which it will issue up to 8,381,667 additional shares of ▇▇▇▇▇▇ Series B Preferred Stock and 2,700 additional shares of Series C Preferred Stock (collectively, the “Private Placement”). All of the shares of ▇▇▇▇▇▇ Series B Preferred Stock and ▇▇▇▇▇▇ Series C Preferred Stock issued as part of the Private Placement shall be included in the shares of ▇▇▇▇▇▇ that are outstanding at the time of the Merger and shall be converted or exchanged in the Merger in accordance with Section 2(c)(1) below.

Events Occurring Prior to the Closing. (1) Prior to the Effective Date of the Merger Merger, the Board of Directors and the shareholders of VIGS shall duly authorize and approve an eighty-for-one (80:1) reverse stock split (the “Reverse Split"”) of VIGS Common Stock. In connection with the Reverse Split, the total number of issued and outstanding shares of VIGS Common Stock held by each stockholder will be converted automatically into the number of whole shares of VIGS Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Split, divided by (ii) 80. The VIGS Preferred Stock shall remain unaffected by the Reverse Split. No fractional shares will be issued, and no cash or other consideration will be paid. Instead of issuing fractional shares, VIGS will issue one full share of the post-Reverse Split VIGS Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Split; (2) Prior to the Effective Date of the Merger, the Board of Directors of VIGS shall duly authorize the Amended and Restated Articles of Incorporation of VIGS in the form attached hereto as Exhibit B (the “VIGS Amended Articles”) so that VIGS shall have an authorized capitalization consisting of 200,000,000 shares of common stock, $0.0001 par value $0.001 per share ("“VIGS Common Stock"”), of which, 943,675 shares will be issued and outstanding as the Effective Date of the Merger (which includes an additional 125,000 post Reverse Split shares issued in connection with legal services)Merger; and 50,000,000 authorized shares of VIGS Preferred Stock, including (a) 5,000,000 5,000 authorized shares of Series A Preferred Stock, $0.0001 par value Stock of VIGS ("“VIGS Series A Preferred Stock"”), of which, no shares will be issued and outstanding as of the Effective Date of the Merger par value $0.001 per share (b) 20,000,000 authorized shares of Series B Preferred Stock, $0.0001 par value ("VIGS Series B Preferred Stock"), of which no shares will be issued and outstanding the Effective Date of the Merger, (c) 5,000 authorized shares of Series C Preferred Stock, $0.0001 par value ("VIGS Series C Preferred Stock"), of which no shares will issued and outstanding as the Effective Date of the Merger, and (d) 25,000,000 49,995,000 remaining undesignated authorized shares of preferred stock, ("“VIGS Undesignated Preferred Stock"”), of which none will be issued and outstanding as of the date of the Effective Date of the Merger (collectively, the VIGS Series A Preferred Stock, the VIGS Series B Preferred Stock, the VIGS Series C Preferred Stock and the Undesignated Preferred Stock shall be collectively referred to herein as the “VIGS Amended Preferred Stock”). Upon receipt of the necessary shareholder approval (which VIGS covenants to obtain), the Board of Directors of VIGS shall cause the VIGS Amended Articles to be filed with the Nevada Secretary of State. (3) It is currently contemplated that prior to the Effective Date of the Merger, ▇▇▇▇▇▇ shall (i) close its private offerings under Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission ("“SEC"”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which it will issue up to 8,381,667 6,947,334 additional shares of ▇▇▇▇▇▇ Series B Preferred Stock and 2,700 additional shares of Series C Preferred Stock (collectively, the “Private Placement”). All of the shares of ▇▇▇▇▇▇ Series B Preferred Stock and ▇▇▇▇▇▇ Series C Preferred Stock issued as part of the Private Placement shall be included in the shares of ▇▇▇▇▇▇ that are outstanding at the time of the Merger and shall be converted or exchanged in the Merger in accordance with Section 2(c)(1) below.

Events Occurring Prior to the Closing. (1) Prior to the Effective Date Merger becoming effective under Nevada law, SMI shall raise a minimum of $850,000 in gross offering proceeds from the Merger , the Board sale of Directors and the shareholders of VIGS shall duly authorize and approve an eighty-for-one (80:1) reverse stock split (the “Reverse Split") of VIGS Common Stock. In connection with the Reverse Split, the total number of issued and outstanding shares of VIGS SMI Common Stock held by each stockholder will be converted automatically into the number of whole shares of VIGS Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Split, divided by (ii) 80. The VIGS Preferred Stock shall remain unaffected by the Reverse Split. No fractional shares will be issued, and no cash Units in two or other consideration will be paid. Instead of issuing fractional shares, VIGS will issue one full share of the post-Reverse Split VIGS Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Split; (2) Prior to the Effective Date of the Merger, the Board of Directors of VIGS shall duly authorize the Amended and Restated Articles of Incorporation of VIGS in the form attached hereto as Exhibit B (the “VIGS Amended Articles”) so that VIGS shall have an authorized capitalization consisting of 200,000,000 shares of common stock, $0.0001 par value ("VIGS Common Stock"), of which, 943,675 shares will be issued and outstanding as the Effective Date of the Merger (which includes an additional 125,000 post Reverse Split shares issued in connection with legal services); and 50,000,000 authorized shares of Preferred Stock, including (a) 5,000,000 authorized shares of Series A Preferred Stock, $0.0001 par value ("VIGS Series A Preferred Stock"), of which, no shares will be issued and outstanding as of the Effective Date of the Merger (b) 20,000,000 authorized shares of Series B Preferred Stock, $0.0001 par value ("VIGS Series B Preferred Stock"), of which no shares will be issued and outstanding the Effective Date of the Merger, (c) 5,000 authorized shares of Series C Preferred Stock, $0.0001 par value ("VIGS Series C Preferred Stock"), of which no shares will issued and outstanding as the Effective Date of the Merger, and (d) 25,000,000 remaining undesignated authorized shares of preferred stock, ("VIGS Undesignated Preferred Stock"), of which none will be issued and outstanding as of the date of the Effective Date of the Merger more private placements (collectively, the VIGS Series A Preferred Stock, the VIGS Series B Preferred Stock, the VIGS Series C Preferred Stock and the Undesignated Preferred Stock shall be collectively referred to herein as the “VIGS Preferred StockFinancing”). Upon receipt of the necessary shareholder approval (which VIGS covenants to obtain), the Board of Directors of VIGS shall cause the VIGS Amended Articles to be filed with the Nevada Secretary of State. (3) It is currently contemplated that prior to the Effective Date of the Merger, ▇▇▇▇▇▇ shall (i) close its private offerings under Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission ("“SEC"”) under the Securities Act of 1933, as amended (the “Securities Act”). There is no maximum amount that SMI may raise in the Financing, pursuant to which it will issue up to 8,381,667 additional shares and the amount of ▇▇▇▇▇▇ Series B Preferred proceeds raised in the Financing from the sale of Units may exceed $1,750,000. Each “Unit” shall consist of one share of SMI Common Stock and 2,700 additional shares one or more common stock purchase warrants (the common stock purchase warrants to be issued as part of Series C Preferred Stock (collectively, the Units are herein referred to as the “Private PlacementUnit Warrants”). The anticipated price of the Units will be $1 per Unit, although the price of the SMI Common Stock and the Units, and the terms of the Unit Warrants shall be established by SMI in its sole discretion and the price of the Units may be lower than $1 per Unit. All of the shares of ▇▇▇▇▇▇ Series B Preferred Stock and ▇▇▇▇▇▇ Series C Preferred SMI Common Stock issued as part of the Private Placement foregoing Units pursuant to this Section 2(b) shall be included in the shares of ▇▇▇▇▇▇ SMI that are outstanding at the time of the Merger and shall will be converted or converted/exchanged in the Merger in accordance with Section 2(c)(1) below, and all Unit Warrants will be exchanged for warrants to purchase Patco Common Stock in accordance with Section 2(d)(1) below. (2) Prior to the Merger and the Financing, SMI will effect a forward stock split of the outstanding shares of SMI Common Stock (the “SMI Stock Split”) necessary to bring the number of fully diluted shares of SMI Common Stock to 9,175,000 shares immediately prior to the Merger. For the purposes of this Agreement, the phrase “fully diluted shares of SMI Common Stock” shall mean (i) all shares of SMI Common Stock actually outstanding, plus (ii) all shares of SMI Common Stock issuable upon the exercise of all then outstanding options and warrants, other than the Unit Warrants. The 9,175,000 share number is based on SMI raising no more than $1,750,000 from the sale of Units in the Financing. In the event that SMI sells more than $1,750,000 of Units in the Financing, the 9,175,000 share number shall be increased on a one-for-one basis for all (x) shares and (y) all Unit Warrants issued by SMI as part of the Units to in excess of the $1,750,000 of Units. The number of shares of Patco Common Stock to be issued pursuant to Section 2(c)(1) below, and the options and warrants to be issued by Patco pursuant to Section 2(d)(1), shall be determined after the completion of the SMI Stock Split. (3) Prior to the Merger, Patco will effect a reverse stock split of approximately .00434 for one of the outstanding shares of Patco Common Stock (the “Patco Stock Split”) so that Patco will have 825,000 shares of Patco Common Stock issued and outstanding immediately prior to the Merger.