Common use of Capital Stock of Merger Sub Clause in Contracts

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stock, $.001 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stock, $.001 .0001 par valuevalue per share, of Merger Sub (the "Merger Sub Common StockMERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 .0001 par value, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation. Any shares of Merger Sub Common Stock that are (i) converted into shares of Surviving Corporation Common Stock and (ii) owned by the Parent will be cancelled at the Effective Time.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of --------------------------- Common Stock, $.001 .01 par value, of Merger Sub ("Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 .01 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stockcommon stock, $.001 .01 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, $.001 .01 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stock, par value $.001 par value0.0001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 no par valuevalue per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership Common Stock immediately prior to the Effective Time shall, as of any such shares shall continue to the Effective Time, evidence ownership of such an equivalent number of shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, par value $.001 par value0.001 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall automatically be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.001 par value0.001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to shall, as of the Effective Time, evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stock, --------------------------- $.001 0.001 par valuevalue per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 0.001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to shall, as of the Effective Time, evidence ownership of such shares of capital stock Common Stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, par value $.001 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, par value $.001 par value0.01 per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock outstanding immediately prior to the Effective Time shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stock, $.001 0.001 par valuevalue per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 0.00001 par valuevalue per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stock, par value $.001 par valueper share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $.001 par valueper share, of the Surviving Corporation, and the Surviving Corporation shall become a wholly owned Subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, par value $.001 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.001 par value0.001 per share, of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”). Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares share of capital stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stock, $.001 .01 par valuevalue per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 .01 par value, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, $.001 .01 par valuevalue per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.001 .01 par valuevalue per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stock, $.001 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Autobytel. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, par value $.001 par value0.01 per share, of Merger Sub ("“Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall continue to be converted into and exchanged for outstanding as one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.001 par value0.01 per share, of the Surviving Corporation. Each stock Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective TimeTime and by virtue of the Merger and without any action on the part of Parent, Merger Sub and the Company, each --------------------------- share of Common Stockcommon stock, par value $.001 par value0.0001 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.001 par value0.0001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of --------------------------- Common Stock, $.001 .10 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 .10 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockthe common stock, par value $.001 par value0.01 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall (“Merger Sub Common Stock”) will be converted into and exchanged for become one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital common stock of the Surviving CorporationCorporation (“Surviving Corporation Common Stock”), so that, immediately following the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of Surviving Corporation Common Stock. Each certificate representing outstanding shares of Merger Sub Common Stock will at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, par value $.001 par value0.001 per share, of Merger Sub (the "Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.001 0.001 par valuevalue per share, of the Surviving Corporation. Each stock Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares common stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stockcommon stock, par value $.001 par value0.01 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.001 par value0.01 per share, of the Surviving Corporation. Each stock Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stock, $.001 par value, common stock of Merger Sub Sub, par value $0.001 per share ("“Merger Sub Common Stock") ”), issued and outstanding immediately prior to the Effective Time shall be converted automatically into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stock, $.001 par value, common stock of the Surviving Corporation, par value $0.001 per share. Each From and after the Effective Time, each stock certificate of Merger Sub evidencing ownership that previously represented shares of any such shares Merger Sub Common Stock shall continue to evidence ownership of such an equal number of shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, par value --------------------------- $.001 par value0.00001 per share, of Merger Sub (the "Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.001 0.00001 par valuevalue per share, of the Surviving Corporation. Each stock Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares common stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities, each --------------------------- share of Common Stockthe common stock, $.001 .01 par value, value of the Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value, common stock of the Surviving Corporation. Each stock Corporation and each certificate of Merger Sub evidencing ownership of any such shares of Merger Sub shall continue to evidence ownership of such the same number of shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stock, $.001 .01 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stock, $.001 .01 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, par value $.001 par valueper share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $.001 par value.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares Merger Sub Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stock, $.001 0.001 par value, of Merger Sub ("“Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 0.001 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Autobytel. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At Each share of Merger Sub common stock, $0.00001 par value per share, issued and outstanding immediately before the Effective Time, each --------------------------- share of Common Stock, $.001 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for one validly issued, fully paid paid, and nonassessable share of Common StockSurviving Corporation common stock, par value $.001 par value0.00001 per share, of with the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership share of such shares of capital stock of the Surviving CorporationCorporation common stock.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, par value $.001 par value0.001 per share, of Merger Sub (the "Merger Sub Common StockMERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.001 par value0.001 per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock outstanding immediately prior to the Effective Time shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, par value $.001 par value0.001 per share, of Merger Sub ("“Merger Sub Common Stock") ”), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.001 0.025 par valuevalue per share, of the Surviving Corporation. Each stock Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares common stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stockcommon stock, $.001 0.001 par value, of Merger Sub ("“Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value, common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Xx xxx Xxxxxtive Time, each --------------------------- share of Common Stockcommon stock, $.001 .01 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value, common stock of the Surviving CorporationCompany, and the Company shall be a wholly owned subsidiary of the OSK. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving CorporationCompany.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stock, $.001 par value, common stock of Merger Sub Sub, par value $0.001 per share ("the “Merger Sub Common Stock") ”), issued and outstanding immediately prior to the Effective Time shall be converted automatically into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stock, $.001 par value, common stock of the Surviving Corporation, par value $0.001 per share. Each From and after the Effective Time, each stock certificate of Merger Sub evidencing ownership which previously represented shares of any such shares Merger Sub Common Stock shall continue to evidence ownership of such an equal number of shares of capital common stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stock, $.001 par value, common stock of Merger Sub Sub, par value $0.0001 per share ("Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Class A Common Stock, par value $.001 par value0.01 per share, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock"). Each stock certificate of Merger Sub evidencing ownership of any such shares Merger Sub Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving CorporationCorporation Common Stock.

Capital Stock of Merger Sub. At the Effective Time, each share --------------------------- share of Common Stock, $.001 .0001 par value, of Merger Sub ("Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stock, $.001 0.01 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 0.01 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, $.001 par value--------------------------- value per share, of Merger Sub (the "Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stock, $.001 par value.01 value per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares Merger Sub Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stock, $.001 0.01 par value, of Merger Sub ("“Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 0.01 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Stratagene. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stock, $.001 0.01 par valuevalue per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 0.01 par valuevalue per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to thereafter evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stock, $.001 0.01 par valuevalue per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 0.001 par valuevalue per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stockcommon stock, $.001 .01 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value, common stock of the Surviving CorporationCompany, and the Company shall be a wholly owned subsidiary of the Millennium. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving CorporationCompany.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stock, $.001 .01 par value, of Merger Sub ("Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 .01 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, par value $.001 par value0.01 per share, of Merger Sub (the "Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.001 par value0.01 per share, of the Surviving Corporation. Each stock Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares common stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, $.001 0.001 par valuevalue per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.001 0.001 par valuevalue per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stockcommon stock, $.001 0.0001 par value, of Merger Sub ("“Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 par value, common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stock, $.001 par value, Stock of Merger Sub Sub, par value $.0001 per share ("Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $.001 par value.0001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stock, $.001 0.001 par valuevalue per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.001 0.001 par valuevalue per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Capital Stock of Merger Sub. At the Effective Time, each --------------------------- Each share of Common Stockcommon stock, par value $.001 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall at the Effective Time be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, par value $.001 par value0.001 per share, of the Surviving Corporation. Each stock certificate After the Effective Time, each certificate, if any, evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.