Common use of Manner and Basis of Converting Shares Clause in Contracts

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (A) the shares of common stock, par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; and (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, no par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, no par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, $0.001 par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares at the Closing will constitute all of the issued and outstanding shares of capital common stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited)2.4, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to receive 0.78199 shares of Parent Common Stock for each (1) share of Company Common Stock; (iii) the shares of preferred stock, designated Series A, $0.001 par value per share, of the Company (the "Company Preferred Stock"), which shares at the Closing will constitute all of the issued and outstanding shares of preferred stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; and, which shall be equal to 1.25922 shares of Parent Common Stock for each (1) share of Company Preferred Stock; (iiiiv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock or Company Preferred Stock (referred to collectively herein as "Company Stock") that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 .001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock, par value $.001 .01 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 .0058 per share, of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to one share of Parent Common Stock for each share of Company Common Stock; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 0.001 per share, of the Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 per share0.001, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares each share of common stock, par value $.001 per share0.001, of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B”) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL Delaware General Corporation Law and not withdrawn or otherwise forfeited), that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into cancelled in consideration for the right to receive the number of shares one (1) share of Parent common stock (the “Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; andStock”); (iii) each share of the Parent Common Stock issued to the Company shareholders pursuant to the Merger Agreement shall be restricted from trading or resale for a period of one (1) year commencing at the Effective Time, provided that such restriction shall not apply to the Parent Common Stock issued in the Company’s Bridge Financing to participating shareholders (the “Restriction”); and (iv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 0.0001 per share, share of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, $0.0001 par value $.001 per sharevalue, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares each share of common stock, $0.0001 par value $.001 per sharevalue, of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B”) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in on Schedule 2.5 1.06(a)(ii) (other than (A) shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL NRS and not withdrawn or otherwise forfeitedforfeited and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one (1) share of common stock, par value $0.001 per share, of Parent (the number of “Parent Common Stock”), with fractional shares of Parent Common Stock specified rounded up or down to the nearest whole share except that each share Company Common Stock owned by certain of the Stockholders noted on Schedule 1.06(a)(ii) shall receive, in Schedule 1.5 lieu of Parent Common Stock, an equal number of shares of Parent’s Series A Convertible Preferred Stock (“Series A Preferred Stock”) for each share of the StockholdersCompany Common Stock held, which shall be convertible into Parent Common Stock on a 1 for 1 basis; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of AUB, SASR or the holder thereofof any securities of AUB or SASR: (a) Each share of capital stock of AUB issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of capital stock of AUB and shall not be affected by the Merger. (b) Subject to Section 2.6, each share of common stock, par value $1.00 per share, of SASR (“SASR Common Stock”) issued and outstanding immediately prior to the Effective Time, except for shares of restricted SASR Common Stock (“SASR Restricted Stock”) and shares of SASR Common Stock owned by SASR or AUB (in each case other than shares of SASR Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by SASR or AUB in respect of debts previously contracted), shall be converted into the right to receive ten 0.900 shares (10the “Exchange Ratio” and such shares, the “Merger Consideration”) shares of common stock, par value $.001 1.33 per share, of AUB (the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation;“AUB Common Stock”). (Ac) All of the shares of common stock, par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company SASR Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; and (iii) each share of Company Stock held in the treasury of the Company immediately prior Merger Consideration pursuant to the Effective Time this Section 2.1 shall no longer be outstanding and shall automatically be cancelled in the Merger and shall cease to exist. (b) After exist as of the Effective Time, there and each certificate (each, an “Old Certificate,” it being understood that any reference herein to “Old Certificate” shall be no further registration deemed to include reference to book-entry account statements relating to the ownership of transfers on shares of SASR Common Stock) previously representing any such shares of SASR Common Stock shall thereafter represent only the stock transfer books right to receive (i) the number of whole shares of AUB Common Stock which such shares of SASR Common Stock have been converted into the Surviving Corporation right to receive pursuant to this Article 2, (ii) cash in lieu of fractional shares which the shares of Company SASR Common Stock that were outstanding immediately prior represented by such Old Certificate have been converted into the right to receive pursuant to this Section 2.1 and Section 2.6, without any interest thereon and (iii) any dividends or distributions which the Effective Timeholder thereof has the right to receive pursuant to Section 2.6, in each case, without any interest thereon. (cd) At the Effective TimeIf, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company outstanding shares of AUB Common Stock or SASR Common Stock shall (x) obtain have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split or other similar structural change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the consent from Exchange Ratio to give AUB and the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company SASR Common Stock the same economic effect as contemplated by this Plan of Merger prior to such event; provided that nothing contained in this sentence shall be construed to permit SASR or AUB to take any action with respect to its securities or otherwise that is prohibited by the terms of this Plan of Merger or the Agreement and Plan of Merger by and between SASR and AUB dated as of October 21, 2024 (the “Agreement”). (e) Notwithstanding anything in this Plan of Merger to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock contrary, at the Effective Time, all shares of SASR Common Stock that are owned by SASR or AUB (in order each case other than shares of SASR Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by SASR or AUB in respect of debts previously contracted) shall be cancelled and shall cease to effectuate the transactions contemplated by this Section 1.5(c)exist and no AUB Common Stock or other consideration shall be delivered in exchange therefor.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of UBSH or XBKS or the holder thereofof any of the following securities: (a) Each share of common stock, par value $1.33 per share, of UBSH (“UBSH Common Stock”) issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Continuing Corporation and shall not be converted into affected by the right to receive ten Merger. (10b) All shares of common stock, par value $.001 0.01 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the XBKS (“XBKS Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned, directly or indirectly, by UBSH or XBKS (other than shares of XBKS Common Stock held in trust accounts (including grantor or rabbi trust accounts), managed accounts and similar accounts, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties) (any such shares, the Surviving Corporation;“XBKS Cancelled Shares”) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. (Ac) Each share of XBKS Common Stock, except for XBKS Cancelled Shares, issued and outstanding immediately prior to the Effective Time will cease to be outstanding and will be converted automatically into and exchanged for the right to receive 0.9354 shares (the “Exchange Ratio”) of validly issued, fully paid and nonassessable shares of common stock, par value $.001 1.33 per share, of the Company Continuing Corporation (the "Company “Continuing Corporation Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, ”) (with respect to a given share of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company XBKS Common Stock, Class A Preferred Stock and the together with any cash in lieu of fractional shares of Company Continuing Corporation Common Stock into which the Series 1 Notes and the Series 2 Notes may to be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected paid pursuant to Section 2.6, the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the “Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; and (iiiConsideration”) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After it being understood that upon the Effective Time, there pursuant to Section 2.1(a), UBSH Common Stock, including the shares issued to former holders of XBKS Common Stock, shall be no further registration of transfers on the stock transfer books of the Surviving Continuing Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective TimeCommon Stock. (cd) At If, between the Effective Time, all issued date hereof and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company UBSH Common Stock or XBKS Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the amendment Exchange Ratio, and any other amounts payable pursuant to this Plan of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c)Merger.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares each share of common stock, par value $.001 0.001 per share, of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B”) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive (A) an amount in cash or evidenced by a secured promissory note or a combination thereof, determined by dividing $4,000,000 (the “Cash Merger Consideration”) by the total number of shares of Company Common Stock issued and outstanding at the Effective Time (the “Company Common Stock Outstanding”) and (B) that number of shares of common stock, par value $0.001 of Parent (the “Parent Common Stock”) determined by dividing 12,500,000 shares of Parent Common Stock specified in Schedule 1.5 for each of (the Stockholders“Stock Merger Consideration” and together with the Cash Merger Consideration, the “Merger Consideration”) by the Company Common Stock Outstanding; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred StockCOMPANY COMMON STOCK"), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 SCHEDULE 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule SCHEDULE 1.5 for each of the Stockholders, which shall be equal to one (1) share of Parent Common Stock for each share of Company Common Stock; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 0.001 per share, of Acquisition Corp. Corp that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 0.001 per share, of the Company (the "“Company Common Stock"”), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of owned by the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock stockholders of the Company, and (Bwhich are listed on Schedule 1.06(a)(ii) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited) (the “Stockholders”), shall, by virtue of the Merger and without any action on the part of the holders thereofStockholders, be converted into the right to receive the number of shares of common stock, par value $0.001 per share of the Parent (the “Parent Common Stock Stock”) specified in Schedule 1.5 1.06(a)(ii) for each of the Stockholders; and, which shall be equal to one-half share of Parent Common Stock for each share of Company Common Stock, rounded to the nearest whole number; (iii) each share of Company Common Stock and Company Series A Preferred Stock (collectively, the “Company Stock”) held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist; and (iv) each share of outstanding Series A Preferred Stock of the Company outstanding immediately prior to the Effective Time will be cancelled in the Merger and cease to exist. (b) At the Closing, an amount equal to approximately 45,700,000 shares of the outstanding Parent Common Stock owned by ▇▇▇▇▇, and 9,450,000 outstanding shares of Parent Common Stock owned by the Company, will be cancelled in the Merger and cease to exist. (c) At the Closing, the Parent covenants to issue to ▇▇▇▇▇ 10,000 shares of newly authorized Series A Preferred Stock of the Parent conferring on ▇▇▇▇▇ voting control over 51% of the total issued and outstanding voting stock of the Parent. The newly authorized Series A Preferred Stock of the Parent to be issued to ▇▇▇▇▇ will have the rights, preferences and privileges expressed in the Certificate of Designation of the Parent for the Series A Preferred Stock, a copy of which is attached to this Agreement as Exhibit E. (d) Notwithstanding anything else herein to the contrary, the Parent Common Stock to be issued among the holders of the Company Common Stock in the Merger will not be issued to more than 35 holders of the Company Common Stock who are not “Accredited Investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended, based on Consent Agreements (as defined in Article IV of this Agreement) and the historical records of the Company. The Parent Company will accept non-Accredited Investors up to 35 in the order of the size of their shareholdings in the Company. Non-Accredited Investors in excess of 35 who are holders of Company Common Stock will have appraised rights in accordance with the DGCL. (e) After the Effective Time, there shall be no further registration of transfers of the shares of Company Stock on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, no par value $.01 per share, of Acquisition Corp. SubCo that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, no par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, without par value $.001 per sharevalue, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 1.06 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of Chapter 13 of the DGCL CCC and not withdrawn or otherwise forfeitedforfeited and shares of Company Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of common stock, without par value of Parent (the "Parent Common Stock Stock") specified in Schedule 1.5 1.06 for each of the Stockholders, which, at the Closing Date will be equal to one (1.00) share of Parent Common Stock for each one (1.00) share of Company Stock; and (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) The parties hereby agree that Schedule 1.06 may be updated by the Company up until the Effective Time to make any modifications to the number of shares of Parent Common Stock to be received by the Stockholders at the Effective Time for each one (1.00) share of Company Stock that may be required as a result of (i) certain anti-dilution protections that may be applicable to shares of Company Stock held by certain Stockholder(s) of the Company (if applicable), as further set forth in Schedule 1.06, or (ii) any other event or occurrence after the date hereof and before the Effective Time that requires such a modification. (c) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares each share of common stock, par value $.001 0.001 per share, of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"”), beneficially owned by the Stockholders listed in Schedule 2.5 1.5 (other than shares of Company Common Stock held by the Non-Accredited Investors, shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.5(a)(v) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; and, which shall be equal to .14404798 share of Parent Common Stock for each share of Company Common Stock; (iii) each issued and outstanding share of Company Common Stock held by the Non-Accredited Investors shall be converted into the right to receive the Cash Payout, upon surrender of the certificate formerly representing such outstanding share of Company Common Stock and as of the Effective Time, each such outstanding share of Company Common Stock shall no longer be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist, and each such holder of such certificate shall cease to have any rights with respect thereto, except the right to receive the Cash Payout for each such share of Company Common Stock represented by such certificate as hereinabove set forth without interest (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited); (iv) the right to acquire any shares of Company Common Stock under any Warrants or Options listed on Schedule 1.5A shall, by virtue of the Merger and without any action on the part of the holders of such Warrants or Options, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5A (for each share of Company Common Stock, at the exercise price per share stated in Schedule 1.5A, including all obligations to issue such shares of Company Common Stock upon satisfaction of any and all conditions or agreements affecting such issuance by the holder thereof or the Company (including, without limitation, any vesting conditions or other restrictions and the obligation to register such shares under the Securities Act of 1933, as amended, if any) which conditions, restrictions, and obligations shall expressly be assumed by the Parent as its obligation and continued with respect to such holders and the Parent shall assume all of the obligations of the Company under the Warrants and Options following the Effective Time. The Parent shall treat those Company options specifically identified in Schedule 1.5A as options to be transferred to Parent’s Stock Option Plan as options outstanding under the Parent’s Stock Option Plan as of the Effective Time ; and (v) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 per share, stock of Acquisition Corp. Falconridge that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 per share, stock of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares each share of common stock, par value $.001 per share, stock of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B”) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in on Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), 1.06(a)(ii) shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive an aggregate of 35,668,290 shares of common stock, par value $0.01 per share, of Parent (the number of “Parent Common Stock”), with fractional shares of Parent Common Stock specified in Schedule 1.5 for each of rounded up or down to the Stockholdersnearest whole share (the “Merger Consideration”); and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and the outstanding shares of Class A Preferred Stock not theretofore converted into shares of options to purchase Company Common Stock shall, without any action outstanding and set forth on Schedule 1.06(c) shall be assumed by the part of Parent and the holder of any shares of Class A Preferred thereof shall thereafter have the right to receive options to purchase Parent Common Stock, be converted into that number of shares of in such amounts and with such conditions and restrictions as set forth on Schedule 1.06(c) hereto (the “Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to Options”). (d) At the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and warrants to purchase Company Common Stock outstanding and set forth on Schedule 1.06(d) (the “Company Warrants”) shall be assumed by the Parent and the holder thereof shall thereafter have the right to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock receive warrants to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into purchase Parent Common Stock at Stock, in such amounts as set forth on Schedule 1.06(d) hereto and in the Effective Timeform substantially set forth as Exhibit D, all in order to effectuate attached hereto (the transactions contemplated by this Section 1.5(c“Parent Warrants”).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 0.0001 per share, share of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, $0.0001 par value $.001 per sharevalue, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares each share of common stock, $0.0001 par value $.001 per sharevalue, of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of ”) beneficially owned by the Company stockholders (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and “Stockholders”) listed on Schedule 1.06(a)(ii) (Bother than (A) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive .33 shares of common stock, par value $0.001 per share, of Parent (the number of “Parent Common Stock”), with fractional shares of Parent Common Stock specified in Schedule 1.5 for each of rounded up or down to the Stockholdersnearest whole share (the “Merger Consideration”); and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and the outstanding shares of Class A Preferred Stock not theretofore converted into shares of options to purchase Company Common Stock shall, without any action outstanding and set forth on Schedule 1.06(c) (the part of “Company Options”) shall be assumed by the Parent and the holder of any shares of Class A Preferred Stock, be converted into that number of shares of thereof shall thereafter have the right to receive options to purchase Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior pursuant to the Effective Time. Without limiting Parent’s 2016 Equity Incentive Plan, in such amounts and with such conditions and restrictions as set forth on Schedule 1.06(c) hereto (the generality of the foregoing, at or prior to “Parent Options”). (d) At the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and warrants to purchase Company Common Stock outstanding and set forth on Schedule 1.06(d) (the “Company Warrants”) shall be assumed by the Parent and the holder thereof shall thereafter have the right to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock receive warrants to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into purchase Parent Common Stock at Stock, in such amounts as set forth on Schedule 1.06(d) hereto and in the Effective Timeform substantially set forth as Exhibit D, all in order to effectuate attached hereto (the transactions contemplated by this Section 1.5(c“Parent Warrants”).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, no par value $.01 per sharevalue, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders Shareholders listed in Schedule 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL NYBCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the StockholdersShareholders, which shall be equal to one share of Parent Common Stock for each share of Company Common Stock; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares such proportionate number of common stockshares, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 0.0001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock Common Stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; andStockholders (subject to adjustment by the Company prior to closing as to the allocation of consideration among Company Stockholders without changing the total consideration). Each of the pre-merger officers, directors and shareholders of the Company, and each of the pre-merger officers, directors and 10% or greater shareholders of Parent shall enter into customary lock-up agreements, attached as Exhibit E hereto; (iii) the shares of Series A Preferred Stock, par value $0.0001 per share, of the Company (the "Company Preferred Stock"), which shares together with the Company Common Stock at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than shares of Company Preferred Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders (subject to adjustment by the Company prior to closing as to the allocation of consideration among Company Stockholders without changing the total consideration). Each of the holders of the Company Preferred Stock shall enter into customary lock-up agreements, attached as Exhibit E hereto; (iv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist; and (v) warrants to purchase up to 2,000,000 shares of Company Common Stock issued in the Offering that shall be outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive warrants to purchase up to 2,000,000 shares of Parent Common Stock attached as Exhibit F hereto, exercisable contingent upon the authorization of additional shares of Parent Common Stock (the "Parent Warrants"). (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to approximately .88 of a share of Parent Common Stock for each share of Company Common Stock (based on 11,561,705 shares of Company Common Stock pre-Merger and 10,206,781 shares of Parent Common Stock allocated to the Stockholders post-Merger); and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (ia) each share of common stock, $0.001 par value $.01 per sharevalue, of Acquisition Corp. that shall be Acquisition, outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 per share, stock of the Surviving Corporation, so that at the Effective Time, Parent Time Numbeer shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Ab) the shares each share of common stock, par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Good Earth Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders stockholders listed in Schedule 2.5 on Exhibit F attached hereto (the “Good Earth Stockholders”) (other than shares of Company Good Earth Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), ) shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number a 0.39733333 fractional share of shares of Parent Numbeer Common Stock specified in Schedule 1.5 for each of the Stockholders; andas set forth on Exhibit F under “Pre-Split Numbeer Shares;” (iiic) each share of Company Good Earth Common Stock held in the treasury subject to an option and warrant of the Company Good Earth outstanding immediately prior to the Effective Time shall be cancelled in converted into and represent the Merger right to receive a 0.39733333 fractional share of Numbeer Common Stock as set forth on Exhibit F under “Pre-Split Numbeer Options” and cease to exist.“Pre-Split Numbeer Warrants” and a corresponding aggregate number of shares of Numbeer Common Stock shall be reserved for issuance upon the exercise of such options and warrants; and (bd) After the Effective Time, there shall be no further registration each share of transfers on the stock transfer books Good Earth Common Stock subject to a convertible note of the Surviving Corporation of the shares of Company Stock that were Good Earth outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, Time shall be converted into that and represent the right to receive a 0.39733333 fractional share of Numbeer Common Stock as set forth on Exhibit F under “Pre-Split Numbeer Convertible Shares” and a corresponding aggregate number of shares of Parent Numbeer Common Stock that such holder would have been entitled to receive in shall be reserved for issuance upon the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c)such convertible notes.

Manner and Basis of Converting Shares. ▇▇▇▇▇▇▇ Maryland is the sole member of ▇▇▇▇▇▇▇ Maryland Sub, owning a 100% interest therein. ▇▇▇▇▇▇▇ Maryland has authority to issue fifteen million (a15,000,000) shares of capital stock, including ten million (10,000,000) shares of common stock having a par value of $0.01 per share ("Maryland Common Stock"), and five million (5,000,000) shares of preferred stock having a par value of $0.01 per share ("Maryland Preferred Stock"). As of the date of this Merger Agreement, 100 shares of Maryland Common Stock were issued and outstanding, all of which are owned by ▇▇▇▇▇▇▇ Delaware, and no shares of Maryland Preferred Stock were issued and outstanding. ▇▇▇▇▇▇▇ Delaware has authority to issue fifteen million (15,000,000) shares of capital stock, including ten million (10,000,000) shares of common stock having a par value of $0.01 per share ("Delaware Common Stock"), and five million (5,000,000) shares of preferred stock having a par value of $0.01 per share ("Delaware Preferred Stock"). As of the date of this Merger Agreement, 6,270,826 shares of Delaware Common Stock were issued, of which 5,657,302 were outstanding, and no shares of Delaware Preferred Stock were issued or outstanding. ​ At the Effective Time: , (ia) each issued and outstanding share of common stockDelaware Common Stock will immediately be converted into one validly issued, par value $.01 per share, fully paid and nonassessable share of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue Maryland Common Stock without an exchange of the Merger and without certificates or any action on the part of the holder stockholders thereof, be converted into ; (b) the right to receive ten (10) 100 shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (A) the shares of common stock, par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Maryland Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited)▇▇▇▇▇▇▇ Delaware, shall, that will then be owned by ▇▇▇▇▇▇▇ Maryland Sub by virtue of the Merger Merger, will be cancelled and without retired and resume the status of authorized and unissued shares, and any action on the part of the holders thereof, capital represented by such shares will be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholderseliminated; and and (iiic) each share of Company Delaware Common Stock held in the treasury of the Company immediately prior to the Effective Time shall ▇▇▇▇▇▇▇ Delaware's treasury, will be cancelled in the Merger and retired without payment of any consideration therefor and will cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of . ▇▇▇▇▇▇▇ Maryland will continue to own a 100% interest in the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective TimeEntity. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 .001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 per share, of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL BCA and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to one share of Parent Common Stock for each share of Company Common Stock (based on 20,146,962 shares of Company Common Stock pre-Merger and 2,773,200 shares of Parent Common Stock on a fully diluted basis allocated to the Stockholders post-Merger); and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, no par value $.01 per sharevalue, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 per share, stock of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, no par value $.001 per sharevalue, of the Company (the "“Company Common Stock")”) and the shares of preferred stock, and Class A 4% Redeemable Convertible Preferred Stock, no par value $.001 per sharevalue, of the Company (the "Class A “Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"”), beneficially owned by the Stockholders listed in Schedule 2.5 1.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL GCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Stock set forth in Section 1.5(a)(iv) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to Two-Thirds (2/3) share of Parent Common Stock for each share of Company Stock; and (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, no par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, no par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, no par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "“Company Stock"), ”) beneficially owned by the Stockholders listed in Schedule 2.5 1.06 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL NJBCA and not withdrawn or otherwise forfeitedforfeited and shares of Company Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock Stock”) specified in Schedule 1.5 1.06 for each of the Stockholders, which, if the Closing Date was the date hereof, would be equal to approximately 3.9 shares of Parent Common Stock for each 1 share of Company Stock except as expressly set forth therein; and (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time Time, if any, shall be cancelled in the Merger and cease to exist. (b) The parties hereby agree that Schedule 1.06 may be updated by the Company up until the Effective Time to make any modifications to the number of shares of Parent Common Stock to be received by the Stockholders at the Effective Time for each one (1.00) share of Company Stock that may be required as a result of any event or occurrence after the date hereof and before the Effective Time that requires such a modification. (c) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) A. At the Effective Time: (i) each share of common stock, par value $.01 0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares one share of common stock, par value $.001 0.001 per share, share of the Surviving CorporationCompany, so that at the Effective Time, Parent Nexus shall be the holder of all of the issued and outstanding shares of the Surviving CorporationCompany; (Aii) the shares each share of common stock, par value $.001 0.00001 per share, share of the Company NBPC (the "Company “NBPC Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B”) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders stockholders of NBPC listed in on Schedule 2.5 1.06(A)(ii) (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited“NBPC Stockholders”), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of 4.8552632 shares of Parent common stock, par value $0.001 per share, of Nexus (the “Nexus Common Stock specified in Schedule 1.5 for each of the StockholdersStock”); and (iii) each share the NBPC Stockholders shall receive convertible promissory notes corresponding to their proportional ownership interest of Company NBPC Common Stock held which shall be convertible into newly created and designated shares of preferred stock of Nexus (“the Nexus Preferred Shares”). The Nexus Preferred Shares shall be convertible into 36,000,000 shares of Nexus Common Stock, upon the terms and conditions set forth in the treasury form of Convertible Promissory Note (the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist.“Nexus Notes”), attached hereto as Exhibit C. (b) B. After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At C. The Nexus Shares to be issued by Nexus pursuant to this Agreement have not been registered and are being issued pursuant to a specific exemption under the Effective TimeSecurities Act, all issued and outstanding shares of Class A Preferred Stock as well as under certain state securities laws for transactions by an issuer not theretofore converted into shares of Company Common Stock shallinvolving any public offering or in reliance on limited federal preemption from such state securities registration laws, without any action based on the part of suitability and investment representations made by the holder of any shares of Class A Preferred StockNBPC Shareholders to Nexus. The Nexus Shares to be issued pursuant to this Agreement must be held and may not be sold, be converted into that number of shares of Parent Common Stock that transferred, or otherwise disposed of, unless such holder would have been entitled to receive in securities are subsequently registered under the Merger had Securities Act or an exemption from such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Timeregistration is available. Without limiting the generality of the foregoing, at or prior to the Effective TimeAdditionally, the Company shall (x) obtain NBPC Shareholders acknowledge that the consent from certificates representing the holders of Nexus Shares issued pursuant to this Agreement will bear a majority of legend in substantially the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).following form:

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, no par value $.01 per share, of Acquisition Corp. SubCo that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, no par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, without par value $.001 per sharevalue, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "“Company Stock"), ”) beneficially owned by the Stockholders listed in Schedule 2.5 1.06 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of Chapter 13 of the DGCL CCC and not withdrawn or otherwise forfeitedforfeited and shares of Company Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of common stock, without par value of Parent (the “Parent Common Stock Stock”) specified in Schedule 1.5 1.06 for each of the Stockholders, which, at the Closing Date will be equal to one (1.00) share of Parent Common Stock for each one (1.00) share of Company Stock; and (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) The parties hereby agree that Schedule 1.06 may be updated by the Company up until the Effective Time to make any modifications to the number of shares of Parent Common Stock to be received by the Stockholders at the Effective Time for each one (1.00) share of Company Stock that may be required as a result of (i) certain anti-dilution protections that may be applicable to shares of Company Stock held by certain Stockholder(s) of the Company (if applicable), as further set forth in Schedule 1.06, or (ii) any other event or occurrence after the date hereof and before the Effective Time that requires such a modification. (c) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 0.01 per share (if applicable rounded up to, the nearest whole share), of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 0.01 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) all issued and outstanding shares of the Company’s capital stock, including (A) the shares of common stock, par value $.001 0.01 per share, share of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, ”) and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes preferred stock, series A-1 voting preferred shares (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted “Company Preferred Stock”), (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Preferred Stock into which the Series 1 Notes and the Series 2 Notes may be converted being collectively referred to herein collectively as the "“Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 ”) (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into cancelled in the right Merger and cease to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholdersexist; and (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, no par value $.01 per sharevalue, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 0.0001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 0.0001 per share, of the Company (the "Company Common Stock"), ) and Class A 4% Redeemable Convertible Preferred Stockthe shares of preferred stock, par value $.001 0.0001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 1.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL GCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Stock set forth in Section 1.5(a)(iv) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to one share of Parent Common Stock for each share of Company Stock; (iii) the right to acquire any shares of Company Common Stock under any Warrants or Options listed on Schedule 1.5A shall, by virtue of the Merger and without any action on the part of the holders of such Warrants or Options, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive the number of shares of Parent Common Stock specified in such Warrant or Option for each share of Company Common Stock, at the exercise price per share stated in such Warrant or Option of the Company, including all obligations to issue such shares of Company Common Stock upon satisfaction of any and all conditions or agreements affecting such issuance by the holder thereof or the Company (including, without limitation, any vesting conditions or other restrictions and the obligation to register such shares under the Securities Act of 1933, as amended, if any) which conditions, restrictions, and obligations shall expressly be assumed by the Parent as its obligation and continued with respect to such holders and the Parent shall assume all of the obligations of the Company under the Warrants and Options following the Effective Time; and (iiiiv) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of UBSH or ANCX or the holder thereofof any of the following securities: (a) Each share of common stock, par value $1.33 per share, of UBSH (“UBSH Common Stock”) issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Continuing Corporation and shall not be converted into affected by the right to receive ten Merger. (10b) All shares of common stock, par value $.001 0.835 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the ANCX (“ANCX Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned, directly or indirectly, by UBSH or ANCX (other than shares of ANCX Common Stock held in trust accounts (including grantor or rabbi trust accounts), managed accounts and similar accounts, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties) (any such shares, the Surviving Corporation;“ANCX Cancelled Shares”) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. (Ac) Each share of ANCX Common Stock, except for ANCX Cancelled Shares, issued and outstanding immediately prior to the Effective Time will cease to be outstanding and will be converted automatically into and exchanged for the right to receive 0.75 shares (the “Exchange Ratio”) of validly issued, fully paid and nonassessable shares of common stock, par value $.001 1.33 per share, of the Company Continuing Corporation (the "Company “Continuing Corporation Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, ”) (with respect to a given share of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company ANCX Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted “Merger Consideration”); it being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; and (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After understood that upon the Effective Time, there pursuant to Section 2.1(a), UBSH Common Stock, including the shares issued to former holders of ANCX Common Stock, shall be no further registration the Continuing Corporation Common Stock, and use its reasonable best efforts to make the Letter of transfers on Transmittal available to any such shareholder who requests such Letter of Transmittal following the stock transfer books initial delivery of the Surviving Corporation Letter of the shares of Company Stock that were outstanding immediately prior to the Effective TimeTransmittal. (cd) At If, between the Effective Time, all issued date hereof and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company UBSH Common Stock or ANCX Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the amendment Exchange Ratio, and any other amounts payable pursuant to this Plan of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c)Merger.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock, par value $.001 0.00001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 0.00001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company StockCOMPANY COMMON STOCK"), beneficially owned by the Stockholders listed in Schedule SCHEDULE 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.5(a)(ii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule SCHEDULE 1.5 for each of the Stockholders, which shall be equal to 2.165674 shares of Parent Common Stock for each share of Company Common Stock; (iii) the shares of Company Common Stock issued to certain purchasers and transactions involving the Company's Bridge Loans (as herein defined) in the aggregate amount of 238,000 shares as set forth on SCHEDULE 2.5A shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in SCHEDULE 1.5A for each of the Stockholders which shall be equal to 2.165674 shares of Parent Common Stock for each share of Company Common Stock provided, however, that those shares set forth on SCHEDULE 2.5A shall be cancelled in the Merger and cease to exist and new shares of Parent Common Stock in the maximum aggregate amount of 440,000 shares shall be issued in replacement therefor to those holders who agree to accept, pursuant to an Offer to Exchange, and to whom Replacement Notes (as herein defined) are issued for each holder of such shares; (iv) the right to receive awards under the Founders' Plan (as hereinafter defined) of the Company shall, by virtue of the Merger and without any action on the part of the recipients of such awards, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive the number of shares of Parent Common Stock specified in SCHEDULE 1.5B for each of the participants, which shall be equal to 2.165674 shares of Parent Common Stock for each share of the Company Common Stock allocated to an awardee pursuant to any award by the Company, subject in all respects to the terms and provisions of the Founders' Plan of the Parent, which shall be continued by assumption of the obligations of the Company under the Founders' Plan of the Parent; (v) the right to receive awards under the Incentive Plan (as hereinafter defined) of the Company shall, by virtue of the Merger and without any action on the part of the recipients of such awards, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive the number of shares of Parent Common Stock specified in Memorandum for each of the participants, subject in all respects to the terms and provisions of the Incentive Plan of the Company, which shall be continued by assumption of the obligations of the Company under the Incentive Plan of the Parent; and (iiivi) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) A. At the Effective Time: (i) each share of common stock, par value $.01 0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares one share of common stock, par value $.001 0.001 per share, share of the Surviving CorporationCompany, so that at the Effective Time, Parent Nexus shall be the holder of all of the issued and outstanding shares of the Surviving CorporationCompany; (Aii) the shares each share of common stock, par value $.001 0.00001 per share, share of the Company NBPC (the "Company “NBPC Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B”) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders stockholders of NBPC listed in on Schedule 2.5 1.06(A)(ii) (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited“NBPC Stockholders”), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of 5.271 shares of Parent common stock, par value $0.001 per share, of Nexus (the “Nexus Common Stock specified in Schedule 1.5 for each of the StockholdersStock”); and (iii) each share the NBPC Stockholders shall receive convertible promissory notes corresponding to their proportional ownership interest of Company NBPC Common Stock held which shall be convertible into newly created and designated shares of preferred stock of Nexus (“the Nexus Preferred Shares”). The Nexus Preferred Shares shall be convertible into 35,000,000 shares of Nexus Common Stock, upon the terms and conditions set forth in the treasury form of Convertible Promissory Note (the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist.“Nexus Notes”), attached hereto as Exhibit C. (b) B. After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At C. The Nexus Shares to be issued by Nexus pursuant to this Agreement have not been registered and are being issued pursuant to a specific exemption under the Effective TimeSecurities Act, all issued and outstanding shares of Class A Preferred Stock as well as under certain state securities laws for transactions by an issuer not theretofore converted into shares of Company Common Stock shallinvolving any public offering or in reliance on limited federal preemption from such state securities registration laws, without any action based on the part of suitability and investment representations made by the holder of any shares of Class A Preferred StockNBPC Shareholders to Nexus. The Nexus Shares to be issued pursuant to this Agreement must be held and may not be sold, be converted into that number of shares of Parent Common Stock that transferred, or otherwise disposed of, unless such holder would have been entitled to receive in securities are subsequently registered under the Merger had Securities Act or an exemption from such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Timeregistration is available. Without limiting the generality of the foregoing, at or prior to the Effective TimeAdditionally, the Company shall (x) obtain NBPC Shareholders acknowledge that the consent from certificates representing the holders of Nexus Shares issued pursuant to this Agreement will bear a majority of legend in substantially the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).following form:

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 0.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 0.01 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 0.01 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), 1.5(a)(ii) shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 Section 1.5(a)(i) for each of the Stockholders, which shall be equal to 248.53801 shares of Parent Common Stock for each share of Company Common Stock; (iii) the right to acquire any shares of Company Common Stock under any options to purchase Company Common Stock (the "Options") listed on Schedule 1.5(a)(iii) shall, by virtue of the Merger and without any action on the part of the holders of such Options, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive the number of shares of Parent Common Stock and shall be convertible at such price per share of Parent Common Stock specified in Schedule 1.5(a)(iii) for each of the holders of Options, including all obligations to issue such shares of Company Common Stock upon satisfaction of any and all conditions or agreements affecting such issuance by the holder thereof or the Company (including, without limitation, any vesting conditions or other restrictions and the obligation to register such shares under the Securities Act, if any) which conditions, restrictions, and obligations shall expressly be assumed by the Parent as its obligation and continued with respect to such holders and the Parent shall assume all of the obligations of the Company under the Options following the Effective Time; and (iiiiv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 per share, of the Company share (the "Company Common Stock"), Series B Convertible Preferred Stock, par value $.001 per share (the "Series B Preferred Stock"), and Class A 4% Redeemable Series C Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Series C Preferred Stock") (the Common Stock, Series B Preferred Stock and Series C Preferred Stock being referred to herein collectively as the "Company Stock") beneficially owned by the Stockholders listed in SCHEDULE 2.5 (other than shares of Company Stock as to which appraisal rights are perfected after the Effective Time pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 SCHEDULE 2.5 for each of the Stockholders; and: (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stockCommon Stock, par value $.01 .0001 per share, of Acquisition Corp. Merger Sub that shall be is outstanding immediately prior to the Effective Time by the sole stockholder of the Merger Sub shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stockCommon Stock, par value $.001 .00001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares each share of common stockCommon Stock, par value $.001 0.00001 per share, of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, ”) that is outstanding immediately prior to the Effective Time by the stockholders of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of “Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedStockholders”), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the that number of shares of Common Stock, par value $0.000001 per share, of the Parent as is determined by multiplying each share of outstanding Company Common Stock (other than any shares of Company Common Stock held in the treasury of the Company) by fifty percent (50%), all subject to the rights of holders of the shares of Company Common Stock to seek appraisal of the “fair value” thereof by following the procedures required by Nevada Law, specifically NRS §§ 92A.300 to 92A.500. No interest will be paid on any cash held pending surrender of certificates representing such shares of Company Common Stock, unless otherwise required by Nevada Law. Company Stockholders who shall have properly demanded in writing appraisal for their shares of Company Common Stock in accordance with NRS §§ 92A.300 to 92A.500 (collectively, the “Dissenting Shares”) shall be entitled to receive payment of the “fair value” of such Dissenting Shares in accordance with NRS §§ 92A.300 to 92A.500, except that any Dissenting Shares held by a Company Stockholder who shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Shares under NRS §§ 92A.300 to 92A.500 shall be deemed to have been converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; andthat they would have received had they not attempted to exercise their dissenters rights. (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, no par value $.01 per share, share of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 per share0.0001, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares each share of common stock, par value of $.001 per share0.0001, of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B”) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in on Schedule 2.5 1.06(a)(ii) (other than (A) shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedforfeited and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1/2 share of common stock, $.01 par value, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down to the nearest whole share; (iii) each share of preferred stock, par value of $0.0001, of the Company (the “Company Preferred Stock”) beneficially owned by the Stockholders listed on Schedule 1.06(a)(iii), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1 share of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down to the nearest whole share; (iv) each Company option and common stock purchase warrant issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive such number of Parent’s stock options (the “Parent Options”) and Parent common stock purchase warrants on a one-half (1/2) for one (1) basis and a corresponding number of shares of Parent Common Stock specified in Schedule 1.5 shall be reserved for each issuance upon the exercise of the Stockholders; andsuch options and warrants. (iiiv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, $0.001 par value $.01 per sharevalue, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 0.001 per share, of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B”) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL NGCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.5(a)(iv) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive an equal number of shares of Parent Common Stock, which shall be equal to one share of Parent Common Stock for each share of Company Stock; (iii) the right to acquire any shares of Company Common Stock under any options granted by the Company prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 such option for each share of Company Common Stock, at the exercise price per share and pursuant to the same conditions as stated in such option of the StockholdersCompany; and (iiiiv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, $0.01 par value $.01 per sharevalue, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, par value $.001 0.01 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares of common stock, par value $.001 0.01 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 NotesCOMPANY COMMON STOCK") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedforfeited and shares of Company Common Stock set forth in Section 1.5(a)(iv) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive an equal number of shares of Parent Common Stock, which shall be equal to one share of Parent Common Stock for each share of Company Stock; (iii) the right to acquire any shares of Company Common Stock under any options granted by the Company prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 such option for each share of Company Common Stock, at the exercise price per share and pursuant to the same conditions as stated in such option of the StockholdersCompany; and (iiiiv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 0.0001 per share, share of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten one (101) shares share of common stock, $0.0001 par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (Aii) the shares each share of common stock, par value $.001 0.0001 per share, of the Company (the "“Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B”) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in on Schedule 2.5 1.06(a)(ii) (other than (A) shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeitedforfeited and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one (1) share of common stock, par value $0.0001 per share, of Parent (the number of “Parent Common Stock”), with fractional shares of Parent Common Stock specified in Schedule 1.5 for each of rounded up or down to the Stockholders; andnearest whole share (the “Exchange Ratio”); (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist; and (iv) each share of Parent Common Stock issued for each share of Company Common Stock outstanding shall at the Effective Time, be subject to such restrictions and limitations as are set forth on Schedule 1.06(a)(ii) and Schedule 2.03 with such restrictions and limitations to be prominently noted on any stock certificate issued to any Stockholder and duly noted in the stock transfer records maintained by the Parent. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).