Common use of Reverse Merger Clause in Contracts

Reverse Merger. (a) Simultaneous with the date of execution of this Agreement, Florham and the EII Stockholders and EII Optionholders entered into an agreement and plan of merger in the form of Exhibit D annexed hereto (the "Reverse Merger Agreement"). Such Reverse Merger Agreement contemplates the merger of a newly formed Delaware subsidiary of Florham ("Mergerco") with and into EII, with EII as the surviving corporation of such merger (the "Reverse Merger"). (b) Upon consummation of the Reverse Merger (i) EII shall become a wholly-owned subsidiary of Florham, and (ii) the EII Stockholders and EII Optionholders shall own, in the aggregate, ninety-five (95%) percent of the fully-diluted Florham Common Stock as at the effective time of the Reverse Merger (A) after giving effect to the full exercise of the Florham Warrants and the exercise or conversion into Florham Common Stock of any other securities of Florham that are then exercisable for or convertible into Florham Common Stock), but (B) before giving effect to the issuance of the Acquisition Shares and the Escrow Shares issued to the Sellers pursuant to this Agreement. (c) Consummation of the transactions contemplated by the Reverse Merger Agreement and the Reverse Merger shall occur immediately prior to the Closing under this Agreement and the consummation of the transactions contemplated hereby.

Reverse Merger. (a) Simultaneous with the date of execution of this Agreement, Florham and the EII Stockholders and EII Optionholders entered into an agreement and plan of merger in the form of Exhibit D annexed hereto (the "“Reverse Merger Agreement"”). Such Reverse Merger Agreement contemplates the merger of a newly formed Delaware subsidiary of Florham ("“Mergerco"”) with and into EII, with EII as the surviving corporation of such merger (the "“Reverse Merger"”). (b) Upon consummation of the Reverse Merger (i) EII shall become a wholly-owned subsidiary of Florham, and (ii) the EII Stockholders and EII Optionholders shall own, in the aggregate, ninety-five (95%) percent of the fully-diluted Florham Common Stock as at the effective time of the Reverse Merger (A) after giving effect to the full exercise of the Florham Warrants and the exercise or conversion into Florham Common Stock of any other securities of Florham that are then exercisable for or convertible into Florham Common Stock), but (B) before giving effect to the issuance of the Acquisition Shares and the Escrow Shares issued to the Sellers pursuant to this Agreement. (c) Consummation of the transactions contemplated by the Reverse Merger Agreement and the Reverse Merger shall occur immediately prior to the Closing under this Agreement and the consummation of the transactions contemplated hereby.