Common use of Conversion of Company Capital Stock Clause in Contracts

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.3, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1.

Conversion of Company Capital Stock. Subject to Section 3.2 (a) At the Effective Time, by virtue of the Merger and Section 3.3without any action on the part of the holder of any shares of Company Capital Stock, Wireless or Merger Sub (i) each share ALL shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) Stock which are issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interestTime, (ii) each share ALL shares of Company Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) Stock which are issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) Time, and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share ALL shares of Series B Preferred Stock, par value $0.001 per share, of the Company Common Stock issuable under any "OUTSTANDING COMPANY STOCK OPTIONS" (“Series B Preferred Stock”as defined below) which are issued and outstanding immediately prior to the Effective Time (other than any Time, shall collectively be converted into that number of shares of Series B Preferred Stock common stock, $.001 par value per share (the "WIRELESS COMMON STOCK") of Wireless (the "INITIAL WIRELESS MERGER STOCK") as shall, in the aggregate, be equal to seventy-seven and one-half (77.5%) percent of the aggregate number of shares of "FULLY-DILUTED WIRELESS STOCK" (as defined) to be canceled pursuant issued and outstanding AFTER giving effect to Section 2.6(b) and any the issuance of all shares of Series B Preferred such Initial Wireless Merger Stock. As used herein, the term "FULLY-DILUTED WIRELESS Stock" shall mean, as at the date in question (i) the aggregate number of shares of Wireless Common Stock which are held by Dissenting Stockholdersissued and outstanding, plus (ii) shall such additional number of shares of Wireless Common Stock that would be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cashissued and outstanding, payable after giving effect to the holder thereofexercise of all the outstanding options, without interestwarrants or other stock purchase rights and the conversion into Wireless Common Stock of all then outstanding convertible notes, (iv) each share of Series C Preferred convertible preferred stock or other securities convertible into or exchangeable for Wireless Common Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued . Based on Wireless' representations and outstanding warranties contained herein that immediately prior to the Effective Time (other than any Closing Date the Fully-Diluted Wireless Stock shall consist of 4,500,000 shares, on the Closing Date, Wireless shall issue a total of 15,500,000 shares of Series C Preferred Initial Wireless Merger Stock to be canceled pursuant to Section 2.6(b) and any the Company Stockholders; at which time an aggregate of 20,000,000 shares of Series C Preferred Fully-Diluted Wireless Stock which are held by Dissenting Stockholders) shall be converted into issued and outstanding. At the right to receive the Series C Preferred Per-Share Merger ConsiderationEffective Time, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Capital Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) no longer shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be deemed outstanding and automatically shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented holder of a certificate representing any such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for cease to have any rights with respect thereto, except the portion of right to receive the Initial Wireless Merger Consideration payable in respect of such Certificates upon Stock and the surrender of such Certificates in accordance with the provisions of Section 3.1"ADDITIONAL WIRELESS MERGER STOCK" (as hereinafter defined), without any interest thereon.

Conversion of Company Capital Stock. Subject to Section 3.2 All shares of Company Common Stock and Section 3.3, (i) each share shares of common Series A preferred stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash“), payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stockpreferred stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued “), and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stockpreferred stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued “ and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Stock and Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”“) issued and outstanding immediately prior to the Effective Time (other than any but excluding shares of Series C-1 Preferred Stock to be canceled pursuant to cancelled in accordance with Section 2.6(b2.1(b) and any shares of Series C-1 Preferred Stock which that are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration Shares (as defined in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”Section 2.1(d) shall no longer be outstanding and shall be cancelled automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented holder of a certificate representing any such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive, without interest, the applicable Merger Price plus Earn Out Payments, if any, to be exchanged for the portion of the Merger Consideration payable in respect of paid to such Certificates Person pursuant to Section 2.2, upon the surrender of such Certificates certificate in accordance with Section 2.4. The Company Common Stock and the provisions Preferred Stock are sometimes referred to herein as the “Company Capital Stock“. Exhibit F hereof shall set forth: (i) the name of each Stockholder; (ii) the portion of the Acquisition Price payable pursuant to this Section 3.12.1(c) to each Stockholder at Closing assuming full compliance by each Stockholder with the payment procedures contained in Section 2.4; (iii) the portion of the Acquisition Price to be withheld from each Stockholder pursuant to Section 2.3 in establishing the Stockholders’ Representatives Escrow Fund; (iv) the portion of the Acquisition Price to be paid to each Stockholder at Closing after deduction for the amount set forth in (iii) above; (v) the total amount, expressed both as an amount and as a percentage, payable to each Stockholder, if any, for Earn Out Payments pursuant to Section 2.2 (assuming the occurrence of both Earn Out Events); and (vi) the amount, expressed both as an amount and as a percentage, payable to each Stockholder, if any for each Earn Out Payment pursuant to Section 2.2.

Conversion of Company Capital Stock. Subject Notwithstanding any provision of this Agreement to Section 3.2 and Section 3.3the contrary, (i) each share the maximum number of shares of common stock, $0.001 par value per share, of Parent (the "Parent Common Stock") to be issued (including Parent Common Stock to be reserved for issuance upon the exercise of options ("Company Options") to purchase shares of common stock, $0.001 .0001 par value per share, of the Company (“the "Company Common Stock”") issued and outstanding immediately prior to in accordance with the Effective Time (other than any shares provisions of Section 5.8)) in exchange for the acquisition by Parent of all Company Common Stock to be canceled pursuant to Section 2.6(b) and any all shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, $.0001 par value $0.001 per share, of the Company (“Series A the "Company Preferred Stock”" and, together with the Company Common Stock, the "Company Capital Stock") and the assumption of all unexpired and unexercised outstanding options, warrants and other rights (whether issued or unissued, vested or unvested, earned or unearned, exercisable or unexercisable, or subject to any contingency or triggering event, or otherwise) to acquire Company Capital Stock shall be equal to the quotient obtained by dividing (i) $35,500,000 by (ii) the average of the closing bid prices for a share of Parent Common Stock as quoted on the Nasdaq National Market for the five (5) trading days immediately preceding and outstanding ending on the trading day that is immediately prior to the Closing Date (the "Parent Stock Price") (the number of shares determined above being referred to hereinafter as the "Total Parent Shares"), less the number of shares of Parent Common Stock that would otherwise be issuable to the holders of any Dissenting Shares (as defined in Section 1.7(e)). No adjustment shall be made in the number of shares of Parent Common Stock issued in the Merger, including as a result of (x) any increase or decrease in the market price of Parent Common Stock prior to the Effective Time not otherwise required by this Section 1.7(a) or (other than y) any shares of Series A Preferred Stock cash proceeds received by the Company from the date hereof to be canceled the Closing Date pursuant to Section 2.6(b) and any shares the exercise of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right currently outstanding options to receive the Series A Preferred Per-Share Merger Consideration in cash, payable acquire Company Common Stock. In addition to the holder thereofTotal Parent Shares, without interest, Parent will pay $6,000,000 in immediately available United States funds (iiithe "Cash Consideration") each share of Series B Preferred Stock, par value $0.001 per share, to the holders of the Company (“Series B Preferred Capital Stock”) issued and outstanding immediately prior , reduced by the portion of such Cash Consideration that would otherwise be distributed to the Effective Time (other than holders of any shares of Series B Preferred Stock Dissenting Shares and subject to be canceled adjustment pursuant to the terms of Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger 7.3(a). The Cash Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred StockTotal Parent Shares, shall be referred to herein as the "Total Consideration." Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Series B Preferred Stock and Company or the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than holder of any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Company Common Stock and or Company Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1.:

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.33.8, (i) each share of common stock, par value $0.001 per share, of the Company Capital Stock (“Common Stock”other than Specified Shares) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into and shall thereafter represent the right of the holder thereof to receive receive, upon the Common Per-terms and subject to the conditions set forth herein, the following (collectively, the “Per Share Company Capital Stock Merger Consideration”): (1) the Per Share Estimated Closing Merger Consideration as follows: (A) a number of shares of Parent Common Stock equal to (x) the Per Share Portion multiplied by (y) the Aggregate Parent Common Stock Consideration (the “Per Share Company Capital Stock / Parent Common Stock Consideration”) and (B) an amount in cashcash equal to (i) the Per Share Estimated Closing Merger Consideration minus (ii) (x) the Per Share Company Capital Stock / Parent Common Stock Consideration multiplied by (y) the Parent Common Stock Value (the “Per Share Company Capital Stock Cash Consideration”), in each case of the foregoing clauses (A) and (B) payable as provided in Section 3.2, (2) an amount in cash equal to the Per Share Portion of the Additional Merger Consideration (if any) payable as provided in Section 3.4(f)(iii), (3) an amount in cash equal to the Per Share Portion of the First Anniversary Merger Consideration payable as provided in Section 3.5(a), (4) an amount in cash equal to the Per Share Portion of the Second Anniversary Merger Consideration payable as provided in Section 3.5(b), and (5) an amount in cash equal to the Per Share Portion of any amounts payable to the holder thereofCompany Equityholders pursuant to Section 3.7(d), in each case of the foregoing clauses (1) through (5), without interest. At the Effective Time, (ii) each share all shares of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) Capital Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior holder of Company Capital Stock shall cease to the Effective Time represented have any rights with respect to such shares shall thereafter represent of Company Capital Stock except the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable (except with respect to the Specified Shares), in respect of such Certificates each case, without interest upon the surrender of such Certificates in accordance with terms and subject to the provisions of Section 3.1conditions set forth herein.

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.3At the Effective Time, (i) each share of common stock, par value $0.001 per share, by virtue of the Company (“Common Stock”) Merger and without any action on the part of any party or the holder of any of the following securities: Each issued and outstanding immediately prior to the Effective Time (other than any shares share of Company Common Stock to be canceled (excluding shares cancelled pursuant to Section 2.6(b) 1.6(d)), will by virtue of the Merger and at the Effective Time, and without further action on the part of any shares of Common Stock which are held by Dissenting Stockholders) shall holder thereof, be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive (A) cash in an amount equal to the portion Aggregate Consideration less the aggregate Common Stock Share Consideration, the aggregate Preferred Stock Cash Consideration and aggregate the Preferred Stock Share Consideration divided by the total number of shares of Company Common Stock (the "Common Stock Cash Consideration") and (B) shares of Parent Common Stock with a value (based on the Parent Stock Price) equal to $103,953,845 divided by the total number of shares of Company Common Stock (the "Common Stock Share Consideration"). Each issued and outstanding share of Company Preferred Stock (excluding shares cancelled pursuant to Section 1.6(d)), will, by virtue of the Merger Consideration payable therefor. Certificates previously representing and at the Effective Time and without further action on the part of any holder thereof, be converted into and represent the right to receive (A) cash in an amount equal to $25,000,000 divided by the total number of shares of Company Capital Preferred Stock (the "Preferred Stock Cash Consideration") and (B) shares of Parent Common Stock with a value (based on the Parent Stock Price) equal to $30,000,000 divided by the total number of shares of Company Preferred Stock (the "Preferred Stock Share Consideration"). Notwithstanding anything to the contrary herein, in the event that Parent, in order to comply with this Article I, would be required to issues shares of Parent Common Stock in excess of 19.99% of the shares of Parent Common Stock outstanding at the Effective Time, the number of shares of Parent Common Stock to be issued to the Company Shareholders at the Effective Time pursuant to this Agreement shall be exchanged for the portion reduced to an amount equal to that number of shares of Parent Common Stock equal to one (1) share less than 19.99% of the Merger shares of Parent Common Stock outstanding at the Effective Time, and the Cash Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1shall be proportionately increased.

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.3, (i) Each issued and outstanding share of Company Capital Stock held of record by an Accredited Investor (other than Excluded Shares, if any) shall be converted into and shall thereafter represent the right of the holder thereof to receive the following: (1) a number of shares of Parent Common Stock equal to the Per Share Portion multiplied by the Merger Stock Consideration, as adjusted pursuant to Section 2.1(b)(iv) (the “Accredited Investor Closing Stock Consideration”) and (2) an amount in cash equal to the Per Share Portion multiplied by the Estimated Merger Cash Consideration, as adjusted pursuant to Section 2.1(b)(iv) (the “Accredited Investor Closing Cash Consideration”) (clauses (1) and (2) collectively, the “Accredited Investor Company Capital Stock Closing Consideration”). (ii) Each issued and outstanding share of Company Capital Stock held of record by a Non-Accredited Investor (other than the Excluded Shares) shall be converted into and shall thereafter represent the right of the holder thereof to receive an amount in cash equal to the following: (1) the product of (A) the Per Share Portion, multiplied by (B) the Merger Stock Consideration, multiplied by (C) the Closing Parent Trading Price (the “Non-Accredited Investor Closing Stock Consideration”) and (2) an amount in cash equal to the Per Share Portion multiplied by the Estimated Merger Cash Consideration (the “Non-Accredited Investor Closing Cash Consideration”) (clauses (1) and (2) collectively, the “Non-Accredited Investor Company Capital Stock Closing Consideration” and together with the Accredited Investor Company Capital Stock Closing Consideration, the “Company Capital Stock Closing Consideration”, and the Company Capital Stock Closing Consideration to be paid in respect of each share of common stockCompany Capital Stock, par value $0.001 per shareas applicable the “Per Share Closing Consideration”). (iii) At the Initial Effective Time, all shares of the Company (“Common Stock”) Capital Stock issued and outstanding immediately prior to the Initial Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each Certificate which immediately prior certificate (a “Certificate”) formerly representing any of the shares of Company Capital Stock (other than Excluded Shares) thereof shall cease to the Effective Time represented such shares shall thereafter represent have any rights with respect thereto except the right to receive the portion Per Share Merger Consideration. (iv) To account for the fact that Non-Accredited Investors are not entitled to receive any Merger Stock Consideration hereunder: (1) the aggregate Accredited Investor Closing Cash Consideration shall be reduced by the aggregate amount of cash consideration included in the Merger Non-Accredited Investor Closing Stock Consideration; and (2) the aggregate Accredited Investor Closing Stock Consideration payable therefor. Certificates previously representing shall be increased by the number of shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1.Parent Common Stock

Conversion of Company Capital Stock. Subject By virtue of the Merger and without any action on the part of Parent, Company, the Merger Sub or the holders of any of Company's securities, at the Effective Time, subject to Section 3.2 and Section 3.3, (i) 1.9(c): each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Common Stock to be canceled cancelled pursuant to Section 2.6(b1.6(b) and excluding any shares of Common Stock which are held by Dissenting StockholdersShares (as defined in Section 1.6(f) shall below)) will be cancelled and extinguished and automatically converted into the right to receive receive, upon surrender of the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share certificate representing such shares of Company Series A Preferred Stock, par value $0.001 per share, : that number of shares (or fraction thereof) of Parent Common Stock equal to the Company (“Series A Preferred Stock”Share Exchange Ratio; and cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(i)(A) in accordance with Section 1.6(e). each share of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Series A Preferred Stock to be canceled cancelled pursuant to Section 2.6(b1.6(b) and excluding any shares of Series A Preferred Stock which are held by Dissenting StockholdersShares (as defined in Section 1.6(f) shall below)) will be cancelled and extinguished and automatically converted into the right to receive receive, upon surrender of the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share certificate representing such shares of Company Series B Preferred Stock, par value $0.001 per share, : that number of shares (or fraction thereof) of Parent Common Stock equal to the Company (“Series B Preferred Stock”Share Exchange Ratio; and cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(ii)(A) in accordance with Section 1.6(e). each share of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Series B Preferred Stock to be canceled cancelled pursuant to Section 2.6(b1.6(b) and excluding any shares of Series B Preferred Stock which are held by Dissenting StockholdersShares (as defined in Section 1.6(f) shall below)) will be cancelled and extinguished and automatically converted into the right to receive receive, upon surrender of the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share certificate representing such shares of Company Series C Preferred Stock, par value $0.001 per share, : that number of shares (or fraction thereof) of Parent Common Stock equal to the Company (“Series C Preferred Stock”Share Exchange Ratio; and cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(iii)(A) in accordance with Section 1.6(e). each share of Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Series C Preferred Stock to be canceled cancelled pursuant to Section 2.6(b1.6(b) and excluding any shares of Series C Preferred Stock which are held by Dissenting StockholdersShares (as defined in Section 1.6(f) shall below)) will be cancelled and extinguished and automatically converted into the right to receive receive, upon surrender of the certificate representing such shares of Company Series D Preferred Stock: that number of shares (or fraction thereof) of Parent Common Stock equal to the Series C D Preferred Per-Share Merger Consideration, payable Exchange Ratio; and cash in lieu of fractional shares issuable pursuant to the holder thereof, without interest and (vSection 1.6(a)(iv)(A) in accordance with Section 1.6(e). each share of Company Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B E Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Series C-1 Preferred Stock to be canceled cancelled pursuant to Section 2.6(b1.6(b) and excluding any shares of Series C-1 Preferred Stock which are held by Dissenting StockholdersShares (as defined in Section 1.6(f) shall below)) will be cancelled and extinguished and automatically converted into the right to receive receive, upon surrender of the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All certificate representing such shares of Company Series E Preferred Stock: that number of shares (or fraction thereof) of Parent Common Stock equal to the Series E Preferred Share Exchange Ratio; and Preferred cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(v)(A) in accordance with Section 1.6(e). each share of Company Common Stock (collectively, the “Company Capital Stock”) shall no longer be issued and outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented (excluding any shares cancelled pursuant to Section 1.6(b) and excluding any Dissenting Shares (as defined in Section 1.6(f) below)) will be cancelled and extinguished and automatically converted into the right to receive, upon surrender of the certificate representing such shares shall thereafter represent of Company Common Stock that number of shares (or fraction thereof) of Parent Common Stock equal to the Share Exchange Ratio; cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(vi)(A) in accordance with Section 1.6(e); a right to receive the portion Earn-Out Share Exchange Ratio; and cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(vi)(C) in accordance with Section 1.6(e). To the Merger Consideration payable therefor. Certificates previously representing extent that any Company Shareholder holds shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time that are subject to restrictions (with respect to vesting or otherwise) ("Restricted Stock"), the shares of Parent Common Stock issued to such holder in the Merger in exchange for such holder's shares of Restricted Stock shall be exchanged for subject to the portion same restrictions, terms and conditions post-Merger. No adjustment shall be made in the number of shares of Parent Common Stock issued in the Merger Consideration payable as a result of (A) any increase or decrease in respect the market price of such Certificates upon Parent Common Stock prior to the surrender Effective Time, or (B) any cash proceeds received by Company from the date hereof to the Closing Date pursuant to the exercise of such Certificates in accordance with the provisions of Section 3.1currently outstanding Company Options or Company Warrants.

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.3, The parties hereto intend that the Millennium Exchange Ratio (ias defined below) each share shall be calculated with the purpose of common stock, par ensuring that the value $0.001 per share, of the Company (“Common Stock”) issued and outstanding Millennium Exchange Ratio shall result in a valuation that gives the shareholders of Parent immediately prior to the Effective Time of the Mergers an equity interest in Holdco that equals 55.5% after taking into consideration the conversion of convertible debt and any options exercised by optionholders of Parent and the Company. Subject to Sections 2.2(c), 2.2(d) and 2.3(e) hereof, (other than any shares i) each issued and outstanding share of the common stock, no par value, of the Company (the "Company Common Stock"), shall be converted into the right to receive .6504 of a fully paid and nonassessable share of Holdco Common Stock (the "Millennium Exchange Ratio"), subject to be canceled pursuant adjustment for any Company Options exercised from the date hereof through the date of mailing of the Proxy Statement/Prospectus/Consent Solicitation to Section 2.6(bthe shareholders of Parent, and (ii) each issued and any shares outstanding share of preferred stock of the Company, no par value, (the "Company Preferred Stock", and together with the Company Common Stock which are held by Dissenting StockholdersStock, the "Company Capital Stock") shall be converted into the right to receive the that number of fully paid and nonassessable shares of Holdco Common Per-Share Merger Consideration in cash, payable to Stock that the holder thereof, without interest, (ii) each share of Series A such shares of Company Preferred Stock would have been entitled to receive had such Company Preferred Stock been converted to Company Common Stock, par value $0.001 per sharein accordance with its terms, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares Time. As of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger ConsiderationMergers, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All all such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to . As of the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable thereforMergers, each certificate theretofor representing shares of Company Common Stock, without any action on the part of Holdco, the Company or the holder thereof, shall be deemed to represent that number of shares of Holdco Common Stock determined by multiplying the shares of Company Capital Stock by the Millennium Exchange Ratio. Certificates previously Each holder of a certificate representing any shares of Company Capital Stock shall be exchanged for cease to have any rights with respect thereto, except the portion of the Merger Consideration payable in respect of such Certificates right to receive, upon the surrender of any such Certificates certificates, certificates representing the shares of Holdco Common Stock and any cash in lieu of fractional shares of Holdco Common Stock to be issued or paid in consideration therefor upon surrender of such certifi- cate in accordance with the provisions of Section 3.1.2.3 hereof, without interest. (c)

Conversion of Company Capital Stock. Subject At the Effective Time, on the terms and subject to Section 3.2 the conditions of this Agreement by virtue of the Merger and Section 3.3without any action on the part of the holder of any shares of Company Capital Stock, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Capital Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b1.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cashshares, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per shareif any, of the Company (“Series A Preferred Stock”) issued and Capital Stock outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by a holder who has not voted in favor of the Agreement or consented thereto in writing and who has complied with the requirements of Section 262 of the DGCL ("Dissenting StockholdersShares")) shall be canceled and extinguished and converted into the right to receive such portion of the Series A Preferred Per-Share Merger Consideration in cash, payable as set forth on the Allocation Spreadsheet pursuant to the holder thereofprocedures set forth in Section 1.8 hereof. Concurrent with the execution of this Agreement, without interestthe Company has delivered to Parent a schedule (the "Allocation Spreadsheet") showing, among other matters, (iiii) a true, complete and correct list of (A) the aggregate number of shares of each share class of Series B Preferred StockCompany Capital Stock held by each holder of Company Capital Stock and the amount of Merger Consideration to be received by each such stockholder in exchange for the cancellation of such Company Capital Stock at the Effective Time, par value $0.001 per share(B) the aggregate number of Company Options held by each holder of Company Options, the number of shares of each class of Company Capital Stock in to which such Company Options are exercisable and the amount of Merger Consideration, if any, to be received by each such holder in exchange for the cancellation of such Company Options immediately prior to the Effective Time, (“Series B Preferred Stock”C) issued the aggregate number of Warrants held by each holder of Warrants, the number of shares of each class of Company Capital Stock in to which such Warrants are exercisable and outstanding the amount of Merger Consideration, if any, to be received by each such holder in exchange for the cancellation of such Warrants immediately prior to the Effective Time and (other than any D) the aggregate amount of Notes held by each holder, the number of shares of Series B Preferred each class of Company Capital Stock in to which such Notes are exercisable or convertible and the amount of Merger Consideration, if any, to be canceled pursuant to Section 2.6(b) and any shares received by each such holder in exchange for the cancellation of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding such Notes immediately prior to the Effective Time Time, (other than any shares ii) the amount of Series C Preferred Stock Transaction Expenses payable or to be canceled paid to the Company's counsel, advisors, consultants, investment bankers, accountants, and auditors and experts, and (iii) the amount, if any, arising in connection with (A) any change-in-control provision in any Contract to which the Company or any of its Subsidiaries is a party, including pursuant to Section 2.6(b) the Second Amended and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into Restated Iridian Technologies, Inc. Employee Retention Plan and the right to receive the Series C Preferred Per-Share Merger ConsiderationIridian Technologies, payable to the holder thereofInc. Employee Change In Control Severance Plan, without interest and (vB) each share of Series C-1 Preferred Stock, par value $0.001 per share, obligations to pay severance or other amounts to any employee of the Company (“Series C-1 Preferred Stock” and, together and its Subsidiaries in connection with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately termination of such employee at or prior to the Effective Time Time. Three (other than any shares 3) Business Days prior to the Closing Date, the Company and the Stockholder Representative shall deliver to Parent an updated draft of Series C-1 Preferred Stock to be canceled the Allocation Spreadsheet reflecting the deduction of (x) the Holdback Amount as determined pursuant to Section 2.6(b1.7(a) and any shares (y) the Escrowed Amount as determined pursuant to Section 1.8(a). At the Closing, the Company and the Stockholder Representative shall deliver to Parent the Allocation Spreadsheet setting forth the final calculation of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable such amounts. Notwithstanding anything to the holder thereofcontrary in this Agreement, without interest. All such shares of Common Stock and Preferred Stock (collectivelyincluding the Allocation Spreadsheet, in no event shall the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease aggregate consideration paid by Parent pursuant to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1this Agreement exceed $35,000,000.