| 1 | The authorized capital stock of MCI consists of 75,000,000 shares of MCI Common Stock. Immediately prior to the Closing and after giving effect to the Amendment the authorized capital stock of MCI shall be 1,050,000,000 shares of which 1,000,000,000 will be designated MCI Common Stock and 50,000,000 will be designated preferred stock, 38 million shares of which will be blank check preferred. Immediately prior to the Closing and after giving effect to the surrender and subsequent cancellation of 6,000,000 shares of MCI Common Stock by MCAC in connection with the Split-Off and the Forward Split there shall be 25,000,000 shares of MCI Common Stock issued and outstanding, MCI acquires all of the AmbiCom Shares from the AmbiCom Holders solely in exchange for an aggregate of 20,000,000 newly issued shares of MCI Common Stock (the “Common Exchange Shares”), 7,050,000 shares of a newly-created class of MCI’s Series A Preferred Stock (the “Series A”), 2,600,000 shares of a newly-created class of MCI’s Series B Preferred Stock (the “Series B”), warrants to purchase 500,000 shares of MCI Common Stock at the exercise price of $0.50 per share (the “MCI Warrants”) and options to acquire 5,500,000 shares of MCI Common Stock and 2,350,000 shares of MCI Series A Preferred Stock at the purchase price of $0.01 per share MCI changes its name to AmbiCom Holdings, Inc. |