APT MotoVox Group Inc. (MTVX)

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The Company will issue 2,735,501,964 shares of restricted $0.00001 par value common stock to the shareholders of APT.
As consideration for the sale of their APT Shares by the APT Shareholders to the Company, the Company shall issue to each APT Shareholder, a unit (an “ Exchange Unit ”) consisting of the following.
(A) shares of the Company’s Common Stock on the basis of 282.97 Exchange Shares for each APT Share sold by an APT Shareholder.

(B) an equivalent number of shares of the Company’s Preferred Stock, which Preferred Stock shall be convertible after twelve (12) months by the holder thereof into shares of the Company’s Common Stock.

(C) one (1) share of the Company’s Series C Preferred Stock, which Series C Preferred Stock shall be convertible after eighteen (18) months by the holder thereof into shares of the Company’s Common Stock equal to one hundred percent (100%) "1 for 100" of the number of shares of the Company’s Common Stock.