Common use of The Reorganization Clause in Contracts

The Reorganization. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the laws of California (the " Statutes"), INTB agrees to, and shall acquire, one hundred percent (100%) of the issued and outstanding Class A and Class B common shares of CANNAVOLVE, in exchange for the issuance at the Closing as set forth in Section 1.02 herein of up to 3,446,950 shares of restricted Common Stock to the HOLDERS set forth in the CANNAVOLVE CAP TABLE. INTB shares will be issued to those HOLDERS who consent to exchange their shares in accordance with that CAP TABLE. (b) Upon the terms and subject to the terms and conditions set forth in this Agreement, at and as of the Closing of the Reorganization, the parties hereto agree that ownership of the common shares and Preferred Shares of INTB shall be as set forth in Exhibit “A,” attached hereto and made a part hereof. (c) Anything herein or in any Exhibits hereto to the contrary notwithstanding, the Parties agree that as of the Closing, (1) the ownership of the issued and outstanding shares of INTB common stock shall be owned as set forth in Exhibit “A”; (2) the Preferred Stock shall have voting power equal to the percentage of common shares that equals 51% of the total number of shares issued and outstanding and which may be voted for any matter requiring 51% approval by shareholder vote of the common shares, (3) the Preferred Stock shall be owned as set forth in Section 3.01(c) herein; and (4) at and as of the Closing of this Agreement, an Articles of Amendment shall be approved by INTB’s current shareholders and directors and filed with the Secretary of State of California, amending the Articles in accordance with this Section 1.01(c).

The Reorganization. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the laws of California (the " Statutes"), INTB agrees to, and shall acquire, one hundred percent (100%) of the issued and outstanding Class A and Class B common shares of CANNAVOLVE, in exchange for the issuance at the Closing as set forth in Section 1.02 herein of up to 3,446,950 861,738 shares of restricted Common Stock to the HOLDERS set forth in the CANNAVOLVE CAP TABLE. INTB shares will be issued to those HOLDERS who consent to exchange their shares in accordance with that CAP TABLE. This Second Amended Agreement amends the previous Amended Agreement between and among the parties, dated April 25, 2019. (b) Upon the terms and subject to the terms and conditions set forth in this Agreement, at and as of the Closing of the Reorganization, the parties hereto agree that ownership of the common shares and Preferred Shares of INTB shall be as set forth in Exhibit “A,” attached hereto and made a part hereof. (c) Anything herein or in any Exhibits hereto to the contrary notwithstanding, the Parties agree that as of the Closing, (1) the ownership of the issued and outstanding shares of INTB common stock shall be owned as set forth in Exhibit “A”; (2) the Preferred Stock shall have voting power equal to the percentage of common shares that equals 51% of the total number of shares issued and outstanding and which may be voted for any matter requiring 51% approval by shareholder vote of the common shares, (3) the Preferred Stock shall be owned as set forth in Section 3.01(c) herein; and (4) at and as of soon as practicable after the Closing of this Agreement, an Articles of Amendment shall be approved by INTB’s current shareholders and directors and filed with the Secretary of State of California, amending the Articles in accordance with this Section 1.01(c).

The Reorganization. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the laws of California (the " "Statutes"), INTB agrees to, and shall acquireacquire (subject to the consent of each HOLDER who signs this Agreement, one hundred percent (100%) 81.48% of the issued and outstanding Class A and Class B common shares of CANNAVOLVE, in exchange for the issuance at the Closing as set forth in Section 1.02 herein of up to 3,446,950 702,111 shares of restricted Common Stock to the HOLDERS who sign this Agreement, in a reorganization pursuant to Section 368(a)(1)(B) of the Internal Code. The HOLDERS are set forth in the CANNAVOLVE CAP TABLEHOLDERS list set forth in Exhibit “B” attached hereto. INTB shares will be issued to those HOLDERS who consent to exchange their CANNAVOLVE shares in accordance with that CAP TABLEfor INTB shares. (b) Upon the terms and subject to the terms and conditions set forth in this Agreement, at and as of the Closing of the Reorganization, the parties hereto agree that ownership of the common shares and Preferred Shares of INTB shall be as set forth in Exhibit “A,” attached hereto and made a part hereof. (c) Anything herein or in any Exhibits hereto to the contrary notwithstanding, the Parties agree that as of the Closing, (1) the ownership of the issued and outstanding shares of INTB common stock shall be owned as set forth in Exhibit “A”, attached hereto; (2) Except as otherwise required by law, and for five (5) years from the date of issuance, the Series B Preferred Stock shall have the number of votes equal to fifty-one percent (51%) of the cumulative total vote of all classes of stock of the Corporation, common or preferred, whether such other class of stock is voting power as a single class or the other classes of stock are voting together as a single group, and with respect to such vote, such holder shall have full voting rights and powers equal to the percentage of common shares that equals 51% voting rights and powers of the total number holders of shares issued Common Stock, or any other class of preferred stock, and outstanding and which may shall be voted for entitled to notice of any matter requiring 51% approval by shareholder vote stockholders’ meeting in accordance with the bylaws of the common sharesCorporation, and shall be entitled to vote, together with holders of Common Stock and any class of preferred stock entitled to vote, with respect to any question upon which holders of Common Stock or any class of preferred stock have the right to vote. After five years, the Series B Preferred Stock shall automatically, and without further action by the Corporation, be cancelled and void, and may not be reissued. (3) the Series B Preferred Stock shall be owned as set forth in Section 3.01(c) herein; and (4) at and as of the Closing of this Agreement, an Articles of Amendment a Designation describing the Series B Preferred Stock shall be have been approved by INTB’s current shareholders and directors and Board of Directors, which Designation shall be filed with the Secretary of State of California, amending California as soon as practicable after the Articles in accordance with this Section 1.01(c)Closing.