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Tuesday, July 11, 2006 9:46:42 PM
A. The respective Boards of Directors of each of the Company; Buyer and Parent, and a majority of the issued and outstanding stock of the Company and Buyer, have approved and declared advisable the merger of the Company with and into Buyer (the "Merger") and approved the Merger upon the terms and subject
to the conditions set forth in this Agreement, whereby each issued and outstanding share of the common stock of the Company (a "Company Share" or, collectively, the "Company Shares"), will be converted into 51.86538 shares of common stock, $0.0001 par value, of Parent ("Parent Common Stock")(242,535,487
shares of Parent Common Stock in the aggregate) which, after giving effect to the Merger and the Reverse Stock Split, shall equal, in the aggregate, 85% of the total issued and outstanding common stock of Parent, and certain other consideration as provided herein.
Can anyone figure out who's splitting... I don't care about the numbers... just end result thanks.......
S5
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