$WWAG 1:20
WWAG represents that it has 300,201,110 Common Shares and 2,000,000 Series “A” Preferred Shares issued and outstanding immediately prior to the Effective Time (individually a “Share” and collectively the “Shares”). WWAG further agrees that concurrently with the closing will authorize a twenty-to-one reverse stock split for its Common Shares, thereby reducing the number of issued and outstanding Common Shares to 15,010,055 Shares and create a new class of Series “B” Preferred shares, with a thousand-to-one voting rights. In return for one hundred percent (100%), of the issued and outstanding shares of Gateway, owned by AllCom, WWAG will deliver to AllCom 50,033,510 newly issued (after the twenty-to-one reverse stock split) WWAG Common Shares, for a new total of 65,046,916 of WWAG Common Shares outstanding immediately after the closing, and ten million (10,000,000), Series “B” WWAG Preferred Shares, which are convertible at AllCom’s option, to 450,301,590 of the newly issued WWAG Common Shares, representing eighty-seven percent (87%) ownership of WWAG, (the “Merger Consideration”). The actual number of WWAG Common Shares issued to AllCom may vary if the total number of outstanding WWAG Common Shares changes prior to the Effective Time.
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