Common use of Manner and Basis of Converting Shares Clause in Contracts

Manner and Basis of Converting Shares. The manner and basis of converting the shares of the Constituent Corporations and the mode of carrying the merger into effect are as follows. (a) Each share of Common Stock of HSCO outstanding on the Effective Date of the merger shall, without any action on the part of the holder thereof, be converted into one fully paid and nonassessable share of Common Stock of HSNV which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. After the Effective Date of the merger, each holder of an outstanding certificate which prior thereto represented shares of Common Stock of HSCO shall be entitled, on surrender thereof along with the payment of $15 to HSCO's transfer agent Securities Stock Transfer, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, to receive in exchange therefore a certificate or certificates representing the number of whole shares of Common Stock of HSNV, which such shares shall have converted into. Until so surrendered, each such outstanding certificate (which prior to the Effective Date of the merger represented shares of Common Stock of HSCO) shall for all purposes evidence the ownership of the shares of HSNV into which such shares shall have been converted. (b) All shares of the Common Stock of HSNV into which shares of the Common Stock of HSCO shall have been converted pursuant to Article III shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of HSCO, as applicable. (c) If any certificate for shares of HSNV is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to HSNV or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of HSNV in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of HSNV or any agent designated by it that such tax has been paid or is not payable.

Manner and Basis of Converting Shares. The manner and basis of converting the shares of the Constituent Corporations and the mode of carrying the merger into effect are as follows. (a) Each share The 100 shares of Common Stock of HSCO Merger Co. outstanding on the Effective Date effective date of the merger shall, without any action on the part of the holder thereof, be converted into one fully paid and nonassessable share of Common Stock of HSNV the Surviving Corporation, which shall, on such conversion be, validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. The share of Common Stock of the Surviving Corporation into which shares of the Common Stock of Merger Co. shall have been converted shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of Merger Co. (b) Each share of Common Stock of VIDEO outstanding on the Effective Date of the merger shall, without any action on the part of the holder thereof, be converted into twenty five (25) fully paid and nonassessable share of Common Stock of PINE VIEW TECHNOLOGIES, INC., a Nevada corporation ("Pine View") and the parent of MERGER CO., which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. After the Effective Date of the merger, each holder of an outstanding certificate which prior thereto represented shares of Common Stock of HSCO VIDEO shall be entitled, on surrender thereof along with the payment of $15 to HSCOPINE VIEW's transfer agent Securities Colonial Stock TransferTransfer Company, 00000 Xxxxxx Xxxxxxx000 Xxxx 000 Xxxxx, Xxxxx 000, XxxxxxXxxx Xxxx Xxxx, XX 00000, Xxxxxx 00000 (801) 355-5740 to receive in exchange therefore therefor a certificate or certificates representing the number of whole shares of Common Stock of HSNVPINE VIEW, into which such shares shall have converted intobeen converted. Until so surrendered, each such outstanding certificate (which prior to the Effective Date of the merger represented shares of Common Stock of HSCOVIDEO) shall for all purposes evidence the ownership of the shares of HSNV PINE VIEW into which such shares shall have been converted. (bc) All shares of the Common Stock of HSNV PINE VIEW into which shares of the Common Stock of HSCO VIDEO shall have been converted pursuant to Article III shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of HSCOVIDEO, as applicable. (cd) If any certificate for shares of HSNV PINE VIEW is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to HSNV PINE VIEW or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of HSNV PINE VIEW in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of HSNV PINE VIEW or any agent designated by it that such tax has been paid or is not payable.

Manner and Basis of Converting Shares. The manner and basis of converting the shares of the Constituent Corporations and the mode of carrying the merger into effect are as follows. (a) Each share of Common Stock of HSCO NAMC outstanding on the Effective Date of the merger shall, without any action on the part of the holder thereof, be converted into one fully paid and nonassessable share of Common Stock of HSNV ELITE which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. After the Effective Date of the merger, each holder of an outstanding certificate which prior thereto represented shares of Common Stock of HSCO NAMC shall be entitled, on surrender thereof along with the payment of $15 20 to HSCONAMC's transfer agent Securities Action Stock TransferTransfer Corp., 00000 Xxxxxx Xxxxxxx7069 S. Highland Dr., Xxxxx Suitx 000, XxxxxxXxxx Xxxx Xxxx, XX 00000, to receive in exchange therefore xx xxxxxxx xx xxxxxxxx xherefore a certificate or certificates representing the number of whole shares of Common Stock of HSNVELITE, which such shares shall have converted into. Until so surrendered, each such outstanding certificate (which prior to the Effective Date of the merger represented shares of Common Stock of HSCONAMC) shall for all purposes evidence the ownership of the shares of HSNV ELITE into which such shares shall have been converted. (b) All shares of the Common Stock of HSNV ELITE into which shares of the Common Stock of HSCO NAMC shall have been converted pursuant to Article III shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of HSCONAMC, as applicable. (c) If any certificate for shares of HSNV ELITE is to be issued in a name other than that in which the certificate surrendered in exchange therefor therefore is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to HSNV ELITE or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of HSNV ELITE in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of HSNV ELITE or any agent designated by it that such tax has been paid or is not payable.

Manner and Basis of Converting Shares. The manner and basis of converting the shares of the Constituent Corporations and the mode of carrying the merger into effect are as follows. (a) The 1,000 shares of Common Stock of Merger Co. outstanding on the effective date of the merger shall, without any action on the part of the holder thereof, be converted into 1,000 fully paid and nonassessable shares of Common Stock of the Surviving Corporation, which shall, on such conversion be, validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. The share of Common Stock of the Surviving Corporation into which shares of the Common Stock of Merger Co. shall have been converted shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of Merger Co. (b) Each share of Common Stock of HSCO Wild Earth outstanding on the Effective Date of the merger shall, without any action on the part of the holder thereof, be converted into one sixty-five (65) fully paid and nonassessable share shares of Common Stock of HSNV Ultra Sun Corporation, a Nevada corporation (“Ultra Sun”) and the parent of Merger Co., which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. After the Effective Date of the merger, each holder of an outstanding certificate which prior thereto represented No fractional shares of Common Stock of HSCO shall be entitled, on surrender thereof along issued in connection with the payment of $15 to HSCO's transfer agent Securities Stock Transfer, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, to receive in exchange therefore a certificate or certificates representing the number of whole merger and any fractional shares of Common Stock of HSNV, which such shares that would otherwise be issuable shall have converted into. Until so surrendered, each such outstanding certificate (which prior be rounded to the Effective Date of the merger represented shares of Common Stock of HSCO) shall for all purposes evidence the ownership of the shares of HSNV into which such shares shall have been convertednearest whole share. (bc) All shares of the Common Stock of HSNV Ultra Sun into which shares of the Common Stock of HSCO Wild Earth shall have been converted pursuant to Article III shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of HSCOWild Earth, as applicable. (cd) If any certificate for shares of HSNV Ultra Sun is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to HSNV Ultra Sun or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of HSNV Ultra Sun in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of HSNV Ultra Sun or any agent designated by it that such tax has been paid or is not payable.

Manner and Basis of Converting Shares. The manner and basis of converting the shares of CPH Common Stock and CPH Preferred Stock into shares of the Constituent Corporations Exchanged SMPG Common Stock and the mode of carrying the merger into effect are as follows.: (a) Each one share of the CPH Common Stock of HSCO outstanding on the Effective Date effective date of the merger shall, without any action on the part of the holder thereof, be converted into one fully 0.84709 fully-paid and nonassessable non-assessable share of Exchanged SMPG Common Stock (with any fractional share resulting from the exchange and conversion rounded to the nearest whole share), so that the 913,690 outstanding shares of HSNV CPH Common Stock are converted into an aggregate of approximately 773,978 shares of Exchanged SMPG Common Stock, which shall, on such conversion, shares of Exchanged SMPG Common Stock shall thereupon be duly and validly issued and outstanding, fully fully-paid, and nonassessable, non-assessable and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments payment with respect thereto. Each one share of the CPH Preferred Stock outstanding on the effective date of the merger shall, without any action on the part of the holder thereof, be converted into 1,127.3175 fully-paid and non-assessable shares of Exchanged SMPG Common Stock (with any fractional share resulting from the exchange and conversion rounded to the nearest whole share), so that the 22,198.9 outstanding shares of CPH Preferred Stock are converted into an aggregate of approximately 25,025,163 shares of Exchanged SMPG Common Stock, which shares of Exchanged SMPG Common Stock shall thereupon be duly and validly issued and outstanding, fully-paid, and non-assessable and shall not be liable to any further call, nor shall the holder thereof be liable for any further payment with respect thereto. After the Effective Date effective date of the merger, each holder of an outstanding certificate which prior thereto represented shares of the CPH Common Stock of HSCO or CPH Preferred Stock shall be entitled, entitled on surrender thereof along with to the payment transfer and exchange agent of $15 SMPG and on execution and delivery of a representation letter in a form acceptable to HSCO's transfer agent Securities Stock Transfer, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000SMPG, to receive in exchange therefore therefor a certificate or certificates representing the number of whole shares of Exchanged SMPG Common Stock into which the shares of HSNV, which such shares CPH Common Stock or CPH Preferred Stock so surrendered shall have been converted intoas set forth above, in such denominations and registered in such names as such holder may request. Until so surrendered, each such outstanding certificate (which which, prior to the Effective Date effective date of the merger merger, represented shares of CPH Common Stock of HSCO) or CPH Preferred Stock shall for all purposes evidence the ownership of the shares of HSNV Exchanged SMPG Common Stock into which such shares shall have been converted; provided, that dividends or other distributions which are payable in respect of shares of Exchanged SMPG Common Stock into which shares of CPH Common Stock or CPH Preferred Stock shall have been converted shall be set aside by SMPG and shall not be paid to holders of certificates representing such shares of CPH Common Stock or CPH Preferred Stock until such certificates shall have been surrendered in exchange for certificates representing shares of Exchanged SMPG Common Stock, and on such surrender, holders of such shares shall be entitled to receive such dividends or other distributions without interest. (b) All shares of the Exchanged SMPG Common Stock of HSNV into which shares of the CPH Common Stock of HSCO or CPH Preferred Stock shall have been converted pursuant to this Article III shall be issued in full satisfaction of all rights pertaining to the shares of CPH Common Stock of HSCO, as applicableand CPH Preferred Stock. (c) If any certificate for shares of HSNV Exchanged SMPG Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to HSNV SMPG or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of HSNV common stock of SMPG in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of HSNV SMPG or any agent designated by it that such tax has been paid or is not payable.

Manner and Basis of Converting Shares. The manner and basis of converting the shares of the Constituent Corporations at the Effective Time and the mode of carrying the merger into effect are as follows.: (a) Each The 100 shares of Common Stock of Merger Co. outstanding on the effective date of the merger shall, without any action on the part of the holder thereof, be converted into 100 fully paid and nonassessable shares of Common Stock of Blackridge, the Surviving Corporation, which shall, on such conversion be, validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. The share of Common Stock of HSCO the Surviving Corporation into which shares of the Common Stock of Merger Co. shall have been converted shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of Merger Co. (b) Each ten (10) shares of Blackridge Series A Preferred Stock outstanding on the Effective Date of the merger shall, without any action on the part of the holder thereof, be converted into one (1) fully paid and nonassessable share of Common Stock of HSNV Xxxxx Xxxxx Series A Preferred Stock, which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. After ; provided, that any stockholder who properly exercises and perfects appraisal rights in accordance with the Effective Date laws of the merger, each holder Delaware shall receive payment from Blackridge in lieu of an outstanding certificate which prior thereto represented such shares of Xxxxx Xxxxx Series A Preferred Stock. (c) Each one (1) share of Blackridge Common Stock of HSCO shall be entitled, outstanding on surrender thereof along with the payment of $15 to HSCO's transfer agent Securities Stock Transfer, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, to receive in exchange therefore a certificate or certificates representing the number of whole shares of Common Stock of HSNV, which such shares shall have converted into. Until so surrendered, each such outstanding certificate (which prior to the Effective Date of the merger represented shall, without any action on the part of the holder thereof, be converted into one (1) fully paid and nonassessable share of Xxxxx Xxxxx Common Stock, which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto; provided, that any stockholder who properly exercises and perfects appraisal rights in accordance with the laws of Delaware shall receive payment from Blackridge in lieu of such shares of Xxxxx Xxxxx Common Stock of HSCO) shall for all purposes evidence the ownership of the shares of HSNV into which such shares shall have been convertedStock. (bd) All shares of the Series A Preferred Stock and Common Stock of HSNV Xxxxx Xxxxx into which shares of the Blackridge Series A and Blackridge Common Stock of HSCO shall have been converted pursuant to Article III shall be issued in full satisfaction of all rights pertaining to the shares of Blackridge Series A Preferred Stock and Blackridge Common Stock of HSCOStock, as applicable. (ce) The shares of Blackridge Series A Preferred Stock and Common Stock issued and outstanding prior to the Effective Time shall be cancelled. (f) Each outstanding option, warrant or convertible security (a "Preferred Convertible Security") to purchase shares of Blackridge Series A Preferred Stock, whether vested or unvested, shall be converted into an option, warrant or convertible security to acquire on the same terms and conditions as were applicable under such Preferred Convertible Security, the number of shares of Xxxxx Xxxxx Series A Preferred Stock equal to one-tenth (1/10) the number of shares of Blackridge Series A Preferred Stock subject to such Preferred Convertible Security, at a price per share of Xxxxx Xxxxx Series A Preferred Stock equal to ten (10) times the price per share of such Preferred Convertible Security. (g) Each outstanding option, warrant or convertible security (a "Common Convertible Security") to purchase shares of Blackridge Common Stock, whether vested or unvested, shall be converted into an option, warrant or convertible security to acquire on the same terms and conditions as were applicable under the Common Convertible Security, the same number of shares of Xxxxx Xxxxx Common Stock as the number of shares Blackridge Common Stock subject to such Common Convertible Security, at a price per share of Xxxxx Xxxxx Common Stock equal to the price per share of such Common Convertible Security. (h) Xxxxx Xxxxx shall, prior to the Effective Time, take all action necessary so that, at the Effective Time, by virtue of the Merger and without the need of any further corporate action, Xxxxx Xxxxx shall assume the Preferred Convertible Securities and the Common Convertible Securities (collectively referred to as the "Convertible Securities"), with the result that all obligations of Blackridge under the Convertible Securities shall be obligations of Xxxxx Xxxxx and all Convertible Securities shall be exercisable for shares of Xxxxx Xxxxx Series A Preferred Stock or Xxxxx Xxxxx Common Stock, as applicable, following the Effective Time. (i) Upon the surrender by the holders of Blackridge Series A Preferred Stock and Blackridge Common Stock to Xxxxx Xxxxx'x transfer agent and registrar of their Blackridge stock certificates or book entries (or, if such holders allege that any such certificates have been lost, stolen or destroyed, a lost certificate affida-vit, indemnity bond and/or agreement reasonably acceptable to Xxxxx Xxxxx to indemnify Xxxxx Xxxxx against any claim that may be made against Xxxxx Xxxxx on account of the alleged loss, theft or destruction of such certificate, as determined by Xxxxx Xxxxx), together with the investment representation letter and all other documents and materials reasonably required by such transfer agent to be delivered in connection therewith, the holders of the Blackridge Series A Preferred Stock and Blackridge Common Stock shall be entitled to receive a certificate or certificates representing, or book entries for, the number of whole shares of Xxxxx Xxxxx Series A Preferred Stock and Xxxxx Xxxxx Common Stock to which they are entitled. No scrip or fractional share certificates for Xxxxx Xxxxx Preferred Stock or Xxxxx Xxxxx Common Stock will be issued and any fractional shares shall be rounded up to the nearest whole share. (j) If any certificate for shares of HSNV Xxxxx Xxxxx is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to HSNV Xxxxx Xxxxx or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of HSNV Xxxxx Xxxxx in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of HSNV Xxxxx Xxxxx or any agent designated by it that such tax has been paid or is not payable.

Manner and Basis of Converting Shares. The manner and basis of converting the shares of Common Stock and securities of Xx. Xxxxxxxxxxx'x into shares of the Constituent Corporations Common Stock and securities of DCOF, and the mode of carrying the merger into effect are as follows.: (a1) Each one share of Common Stock of HSCO Xx. Xxxxxxxxxxx'x outstanding on the Effective Date effective date of the merger shall, without any action on the part of the holder thereof, be converted into one fully paid and nonassessable share of Common Stock of HSNV the Surviving Corporation, so that the 5,033,716 outstanding shares of Xx. Xxxxxxxxxxx'x are converted into an aggregate of approximately 5,033,716 shares of DCOF, which shallshall be, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments payment with respect thereto. After the Effective Date of the merger, each holder of an outstanding certificate which prior thereto represented shares of Common Stock of HSCO shall be entitled, on surrender thereof along with the payment of $15 to HSCO's transfer agent Securities Stock Transfer, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, to receive in exchange therefore a certificate or certificates representing the number of whole shares of Common Stock of HSNV, which such shares shall have converted into. Until so surrendered, each such outstanding certificate (which of Xx. Xxxxxxxxxxx'x which, prior to the Effective Date effective date of the merger merger, represented shares of the Common Stock of HSCO) Xx. Xxxxxxxxxxx'x shall for all purposes evidence the ownership of the shares of HSNV Common Stock of DCOF into which such shares shall have been converted. DCOF shall not issue any fractional interest in shares of Common Stock of DCOF in connection with the aforesaid conversion and the number of shares of DCOF to which Xx. Xxxxxxxxxxx'x shares will be converted shall be rounded to the nearest whole number of shares. (b2) All shares of the Common Stock of HSNV DCOF into which shares of the Common Stock of HSCO Xx. Xxxxxxxxxxx'x shall have been converted pursuant to this Article III shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of HSCO, as applicableXx. (c) If any certificate for shares of HSNV is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to HSNV or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of HSNV in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of HSNV or any agent designated by it that such tax has been paid or is not payable.

Manner and Basis of Converting Shares. The manner and basis of converting shares of the shares common stock of the Constituent Corporations and the mode of carrying the merger Merger into effect are as follows.: (a) Each share of Common Stock of HSCO Astron outstanding on the Effective Date of the merger shall, without any action on the part of the holder thereof, be converted into one fully paid the right to receive Three and nonassessable share of Common Stock of HSNV 60/100 (3.60) Shares which shall, on such conversion, be validly issued and outstanding, fully paid, paid and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. After the Effective Date of the mergerDate, each holder of an outstanding certificate which prior thereto represented shares of Common Stock of HSCO Astron shall be entitled, on surrender thereof along with the payment of $15 to HSCO's transfer agent Securities Stock Transfer, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000Sento, to receive in exchange therefore therefor a certificate or certificates representing the number of whole Shares into which the shares of Common Stock of HSNV, which such shares Astron so surrendered shall have be converted intoas aforesaid. Until so surrendered, each such outstanding certificate (which prior to the Effective Date of the merger represented shares of Common Stock of HSCOAstron) shall for all purposes evidence the ownership of the shares of HSNV Shares into which such shares of Common Stock of Sento shall have been converted; PROVIDED, that dividends or other distributions which are payable in respect of Shares into which shares of Common Stock of Astron shall have been converted shall be set aside by Sento and shall not be paid to any holder of certificates representing such shares of Common Stock of Astron until such certificates shall have been surrendered in exchange for certificates representing the Shares. On such surrender, each holder that so surrenders such shares of Astron Common Stock shall be entitled to receive such dividends or other distributions without interest. Sento shall not issue any fractional interest in any Shares in connection with the aforesaid conversion, and the aggregate number of Shares that each holder of shares of Common Stock of Astron shall be entitled to receive shall be rounded to the nearest whole number in the event of fractions (with 0.5 being rounded up); PROVIDED, FURTHER, that the number of Shares which the Astron Shareholder shall be required to deposit with Parr, Waddoups, Brown, Gee & Loveless, as xxxxxw xxxnt (the "Xxxxxx Agent") pursuant to that certain Escrow Agreement, dated December 31, 1997, among the Astron Shareholder, Sento and the Escrow Agent (the "Escrow Agreement") shall be withheld by Sento and issued to the Escrow Agent, to be later released to the Astron Shareholder pursuant to and in accordance with the Escrow Agreement and to the extent such Shares have not been made subject to claims of Sento against the Company and/or the Astron Shareholder pursuant to and in accordance with the Acquisition Agreement and the Escrow Agreement. (b) All shares of the Common Stock of HSNV Shares into which shares of the Common Stock of HSCO Astron shall have been converted pursuant to this Article III shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of HSCOAstron, as applicable, and all shares of Common Stock of Astron shall be canceled. (c) If any certificate for shares of HSNV Shares is to be issued reissued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, transfer and that the transfer be in compliance with applicable federal and state securities laws. (d) On the Effective Date, the issued and that the person requesting such exchange pay to HSNV or any agent designated by it any transfer or other taxes required by reason outstanding shares of Common Stock of Sento Acquisition shall automatically be converted into 1,000 shares of the issuance of a certificate for shares of HSNV in any name other than that of the registered holder of the certificate surrenderedSurviving Corporation's common stock, or establish to the satisfaction of HSNV or any agent designated by it that such tax has been paid or is not payableno par value.

Manner and Basis of Converting Shares. The manner and basis of converting the shares of the Constituent Corporations and the mode of carrying the merger into effect are as follows. (a) The 1,000 shares of Common Stock of Merger Co. outstanding on the effective date of the merger shall, without any action on the part of the holder thereof, be converted into 1,000 fully paid and nonassessable shares of Common Stock of the Surviving Corporation, which shall, on such conversion be, validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. The share of Common Stock of the Surviving Corporation into which shares of the Common Stock of Merger Co. shall have been converted shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of Merger Co. (b) Each share of Common Stock of HSCO Kush outstanding on the Effective Date of the merger shall, without any action on the part of the holder thereof, be converted into one 0.022891278 fully paid and nonassessable share shares of Common Stock of HSNV Cannabis Sativa, Inc., a Nevada corporation (“CBDS”) and the parent of Merger Co., which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. After the Effective Date of the merger, each holder of an outstanding certificate which prior thereto represented No fractional shares of Common Stock of HSCO shall be entitled, on surrender thereof along issued in connection with the payment of $15 to HSCO's transfer agent Securities Stock Transfer, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, to receive in exchange therefore a certificate or certificates representing the number of whole merger and any fractional shares of Common Stock of HSNV, which such shares that would otherwise be issuable shall have converted into. Until so surrendered, each such outstanding certificate (which prior be rounded to the Effective Date of the merger represented shares of Common Stock of HSCO) shall for all purposes evidence the ownership of the shares of HSNV into which such shares shall have been convertednearest whole share. (bc) All shares of the Common Stock of HSNV CBDS into which shares of the Common Stock of HSCO Kush shall have been converted pursuant to Article III shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of HSCOKush, as applicable. (cd) If any certificate for shares of HSNV CBDS is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to HSNV CBDS or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of HSNV CBDS in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of HSNV CBDS or any agent designated by it that such tax has been paid or is not payable.