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 $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 one (1) share of common stock, par value $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; (ii) the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on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”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) shares of Parent Common Stock as determined as of the Effective with fractional shares of Parent Common Stock rounded to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $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; (ii) the shares of common stock, par value $0.001 0.01 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 1.06A (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL BCL and not withdrawn or otherwise forfeited and shares of Company Common 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 0.01 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 1.06A for each of the Stockholders, which shall be equal to ninety percent (96%) 1.937943 shares of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded to the nearest whole share; and (iii) the warrants to purchase shares of Company Common Stock (the “Company Warrants”) beneficially owned by the Stockholders listed on Schedule 1.06B 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 1.06B for each of such Stockholders, which, depending on the terms of the Company Warrant in question, shall be approximately equal to either 0.193787, 0.3875886 or 1.937943 shares of Parent Common Stock for each share of Company Common Stock issuable upon exercise of such Company Warrant, with any fractional shares of Parent Common Stock rounded to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, no par value $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; (ii) the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders stockholders of the Company, each of which is listed on Schedule 1.06 1.06(a)(ii) (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iiiforfeited) hereof(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”) specified in Schedule 1.06 1.06(a)(ii) for each of the Stockholders, which shall be equal to ninety percent (96%) shares 1 share of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $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; (ii) the shares each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders stockholders of the Company listed on Schedule 1.06 1.06(a)(ii) (the “Stockholders”) (other than shares of Company Common Stock (A) Dissenting Shares (as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL defined below) and not withdrawn or otherwise forfeited and (B) shares of Company Common Stock set forth in Section 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 the number of 64.165 shares of common stock, par value $0.001 per share share, of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders), which shall be equal to ninety percent (96%) shares of Parent Common Stock as determined as of the Effective with fractional shares of Parent Common Stock rounded up or down to the nearest whole shareshare (with 0.5 shares rounded upward to the nearest whole number); 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 0.00001 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 one (1) share of common stock, par value $0.001 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; (ii) the shares of common stock, par value $0.001 0.01 per share, of the Company (the “Company Common Stock”) ), beneficially owned by the Stockholders listed on in Schedule 1.06 1.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii1.5(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 common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) Stock specified in Schedule 1.06 1.5 for each of the Stockholders, which shall be equal to ninety percent (96%) 25,000 shares of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded up to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $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; (ii) the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL NRS and not withdrawn or otherwise forfeited and shares of Company Common 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”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) shares 0.15625 of one share of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded up or down to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $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; (ii) the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common 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”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) shares one share of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded up to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stockCommon Stock, par value $0.001 .0001 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 one (1) share of common stockCommon Stock, par value $0.001 .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; (ii) the shares of common stockCommon Stock, par value $0.001 .0001 per share, of the Company (the “Company Common Stock”) ), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders Shareholders listed on in Schedule 1.06 1.5(a) (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereofforfeited), 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 the, pro rata, number of shares of common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) shares of Parent Common Stock as determined as specified in Schedule 1.5(b) for each of the Effective with fractional shares of Parent Common Stock rounded to the nearest whole shareShareholders; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 .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 one (1) share shares of common stock, par value $0.001 .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; (ii) the shares of common stock, par value $0.001 .0001 per share, of the Company (the “Company Common Stock”) ), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed on in Schedule 1.06 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL BCA and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereofforfeited), 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 1.06 1.5 for each of the Stockholders, which shall be equal to ninety percent one share of Parent Common Stock for each share of Company Common Stock (96%) based on a total of 26,000,000 shares of Company Common Stock pre-Merger and 1,530,600 shares of Parent Common Stock as determined as of on a fully diluted basis allocated to the Effective with fractional Stockholders post-Merger) including 1,000,000 shares of Parent Common Stock rounded which were escrowed pursuant to the nearest whole sharepromissory notes issued by the Parent.; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 .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 one (1) share of common stock, par value $0.001 .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; (ii) the shares of common stock, par value $0.001 .01 per share, of the Company (the “"Company Common Stock”) "), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders Shareholders listed on in Schedule 1.06 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL NJBCA and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereofforfeited), 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”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) 0.50 shares of Parent Common Stock as determined as for each share of the Effective with fractional shares of Parent Company Common Stock rounded to the nearest whole shareStock; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, no par value $0.001 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 one (1) share 785,000 shares of common stock, par value $0.001 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; (ii) the shares of common stock, par value $0.001 0.0001 per share, of the Company (the “Company Common Stock”) ), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed on in Schedule 1.06 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereofforfeited), 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 one share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) shares of Parent Common Stock as determined as for each share of the Effective with fractional shares of Parent Company Common Stock rounded to the nearest whole shareStock; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $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; (ii) the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common 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”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) 203.9477 shares of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $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; (ii) the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 1.06A (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common 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”) specified in Schedule 1.06 1.06A for each of the Stockholders, which shall be equal to ninety percent (96%) 37.4133880067 shares of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $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; (ii) the shares of common stock, par value $0.001 per share, of the Company (the “"Company Common Stock”") beneficially owned by the Stockholders listed on in Schedule 1.06 1.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii1.5(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 common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) Stock specified in Schedule 1.06 1.5 for each of the Stockholders, which shall be equal to ninety percent 0.7007716 of one share of Parent Common Stock for each share of Company Stock; (96%iii) the right to acquire any shares of Company Stock under any warrants, options and convertible promissory notes (the "Company Convertible Securities") listed on Schedule 1.5A shall, by virtue of the Merger and without any action on the part of the holders of such Company Convertible Securities, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive 0.7007716 of the number of shares of Parent Common Stock as determined as specified in such Company Convertible Security for each share of Company Stock, at the exercise price per share stated in such Company Convertible Security of the Effective with fractional Company, including all obligations to issue such shares of Company 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 Common Stock rounded as its obligation and continued with respect to such holders and the nearest whole shareParent shall assume all of the obligations of the Company under the Warrants 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. Sub 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 one (1) share of common stock, par value $0.001 0.01 per share, of the Surviving CorporationCompany, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of common stock of the Surviving CorporationCompany; (ii) the shares of common stock, par value $0.001 0.01 per share, of the Company (the “Company Common Stock”) ), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed on in Schedule 1.06 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereofforfeited), 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 1.06 1.5 for each of the Stockholders, which shall be equal to ninety percent (96%) shares of Parent Common Stock as determined as of the Effective with fractional shares of Parent Common Stock rounded to the nearest whole share; 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 Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time:, (i) each share of common stock, par value $0.001 per sharepar value, 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 one (1) share of common stock, par value $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; (ii) each of the 961,974 shares of Parent Common Stock owned by the Company shall be cancelled; (iii) all of the 33,231,037 shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the its Stockholders listed on Schedule 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited forfeited), which shares at the Closing will constitute all of the issued and outstanding shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof)capital stock of the Company, 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 one share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) shares of Parent Common Stock as determined as of the Effective with fractional shares of Parent Common Stock rounded to the nearest whole share; and (iii) for each share of Company Common Stock held in the treasury of the Stock; and (iv) all options and warrants to purchase Company immediately prior to the Effective Time common stock shall be cancelled in automatically converted into options and warrants to purchase Parent common stock on the Merger and cease to existsame terms. (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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 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 one (1) share of common stock, no par value $0.001 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; (ii) the shares each share of common stock, without par value $0.001 per sharevalue, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 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 NGCL laws of the Russian Federation and not withdrawn or otherwise forfeited and shares (B) each share of Company Common Stock set forth in Section 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 the number of shares Four Hundred Thousand n (400,000) of common stock, par value $0.001 per share share, of Parent Parent, or an aggregate of 40,000,000 shares (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders), which shall be equal to ninety percent (96%) shares of Parent Common Stock as determined as of the Effective with fractional shares of Parent Common Stock rounded up or down to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $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; (ii) the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on in Schedule 1.06 1.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii1.5(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 common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) Stock specified in Schedule 1.06 1.5 for each of the Stockholders, which shall be equal to ninety percent (96%) 120,000 shares of Parent Common Stock as determined as for each share of Company Stock; (iii) $5,000,000 aggregate principal amount of outstanding debentures of the Effective with fractional Company that are held by Telkonet, Inc., an Utah corporation, shall be converted into an aggregate of 5,000,000 shares of Parent Common Stock rounded to the nearest whole share; andStock. (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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $0.001 0.00237 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) the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on in Schedule 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common 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”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) shares .090606 of one share of Parent Common Stock as determined as for each share of the Effective with fractional shares of Parent Common Stock rounded to the nearest whole share; andCompany Stock; (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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 0.0001 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 pro rata into the right to receive one (1) share 100 shares of common stock, par value $0.001 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; (ii) the shares of common stock, par value $0.001 0.0001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 1.06A (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL RS and not withdrawn or otherwise forfeited and shares of Company Common 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 0.0001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 1.06A for each of the Stockholders, which shall be equal to ninety percent one (96%1) shares share of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded to the nearest whole share; and (iii) the warrants and options to purchase shares of Company Common Stock (the “Company Warrants”) beneficially owned by the Stockholders listed on Schedule 1.06B 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 1.06B for each of such Stockholders, which, depending on the terms of the Company Warrant in question, shall be approximately equal to one (1) share of Parent Common Stock for each share of Company Common Stock issuable upon exercise of such Company Warrant or option, with any fractional shares of Parent Common Stock rounded to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent Holdings shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 1.06A (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common 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 Holdings (the “Parent Holdings Common Stock”) specified in Schedule 1.06 1.06A for each of the Stockholders, which shall be equal to ninety percent (96%) 37.4133880067 shares of Parent Holdings Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Holdings Common Stock rounded to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 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 one (1) share of common stock, par value $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; (ii) the shares of common stock, par value $0.001 per share, share of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common 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”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) 2.115868 shares of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded up to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $0.001 .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; (ii) the shares of common stock, par value $0.001 .01 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL NRS and not withdrawn or otherwise forfeited and shares of Company Common 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”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) 60.44288 shares of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded up to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, no par value $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; (ii) the shares of common stock, no par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders stockholders of the Company, each of which is listed on Schedule 1.06 1.06(a)(ii) (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL CCC and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iiiforfeited) hereof(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”) specified in Schedule 1.06 1.06(a)(ii) for each of the Stockholders, which shall be equal to ninety percent (96%) to9.398 shares of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 .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 one ten (110) share shares of common stock, $.001 par value $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; (ii) the shares of common stock, par value $0.001 .001 per share, of the Company (the “"Company Common Stock”) "), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed on in Schedule 1.06 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereofforfeited), 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 1.06 1.5 for each of the Stockholders, which shall be equal to ninety percent (96%) approximately 2.78 shares of Parent Common Stock as determined as for each share of the Effective with fractional Company Common Stock (based on 11,098,552 shares of Company Common Stock pre-Merger (including outstanding warrants and convertible debt) and 30,808,584 shares of Parent Common Stock rounded allocated to the nearest whole shareStockholders post-Merger, which does not include the Common Stock issued in the Private Offering); and (iii) each share of Company Common Stock held in the treasury of the Company Company, if any, 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $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 one (1) share of common stock, par value $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; (ii) the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL NRS and not withdrawn or otherwise forfeited and shares of Company Common 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”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) shares one share of Parent Common Stock as determined as for each share of the Effective Company Common Stock with fractional shares of Parent Common Stock rounded up to the nearest whole share; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 .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 one (1) share of common stock, par value $0.001 .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; (ii) the shares of common stock, par value $0.001 .0001 per share, of the Company (the “Company Common Stock”) ), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders Shareholders listed on in Schedule 1.06 2.5 (other than shares of Company Common Stock as to which appraisal dissenters rights are perfected pursuant to the applicable provisions of the NGCL DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereofforfeited), 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”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) 2.3163 shares of Parent Common Stock as determined as for each share of the Effective with fractional shares of Parent Company Common Stock rounded to the nearest whole shareStock; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 .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 one (110) share shares of common stock, par value $0.001 .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; (ii) the shares of common stock, without par value $0.001 per sharevalue, of the Company (the “Company Common Stock”) ), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed on in Schedule 1.06 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL FBCA and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereofforfeited), 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”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) 0.158074 shares of Parent Common Stock as determined as for each share of the Effective with fractional shares of Parent Company Common Stock rounded to the nearest whole shareStock; 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.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stockCommon Stock, par value $0.001 .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 one (1) share of common stockCommon Stock, par value $0.001 .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; (ii) the shares of common stockCommon Stock, par value $0.001 .001 per share, of the Company (the “Company Common Stock”) ), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders Shareholders listed on in Schedule 1.06 2.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL NYBCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereofforfeited), 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 1.06 1.5 for each of the Stockholders, which shall be equal to ninety percent (96%) shares of Parent Common Stock as determined as of the Effective with fractional shares of Parent Common Stock rounded to the nearest whole shareShareholders; 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.