Tuesday, March 13, 2018 11:22:57 AM
Participating Pulse shareholders, who are accredited investors, shall be entitled to exchange their unrestricted, common shares for fully registered shares in the Company, at their election, through either of two exchange structures, as follows:
$1.10 per share shall be paid, in the form of fully registered shares of the Company, to those participating Pulse shareholders who agree to an 'irrevocable' share exchange agreement, with such share exchange subject to the effectiveness of the Company's registration statement (the "Registration Statement"), to be filed with the SEC, specifically for the purpose of delivering the consideration of the transaction;
$0.78 per share shall be paid, in the form of fully registered shares of the Company, to those participating Pulse shareholders who agree to a 'revocable' share exchange agreement, similar in all respects to the irrevocable exchange, though it may be cancelled at the election of the Pulse shareholder, at any time prior to the effectiveness of the Registration Statement, if the average closing price of PLFX common stock, for any 5-day trading period, exceeds $0.78 per share;
The Exchange Transaction consideration will be paid in the form of fully registered shares of the Company, based on the same manner of valuation of Company shares as utilized in the arms-length transactions between Pulse shareholders and PAC's pending acquisition of restricted shares at $0.62 per share. Notwithstanding the initial share exchange ratio, structured to deliver the share price consideration of 1(a) and 1(b) above, in the event the 10-day average market value of Company shares is less than $1.10 per share, as required by 1(a), or $0.78 per share, as required by 1(b), at the later of (i) a date which is 60 days after the date of effectiveness of the Company's first registration statement filed with the SEC, or (ii) 30 days after the commencement of trading of the Company's shares, the Company shall issue additional shares to the Pulse shareholders, up to 200% of the initial share issuance, as necessary to deliver the target valuation of the Exchange Transaction. In such event, if the maximum number of additional shares is still not sufficient to deliver the target share valuations or either $1.10 per share, or $0.78 per share, as the case may be, then the respective Pulse shareholders may elect to either unwind the Exchange Transaction or require such consideration to be paid by the Company in cash.
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