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https://www.otcmarkets.com/filing/html?id=13420368&guid=cblyUe_QP5Y_dth
2. Effectof Merger on Capital Stock; Conversion of Shares
2.1 Atthe Effective Time, as a result of the Merger, each share of Samsara’s common stock, $0.001 per value per share (“SamsaraStock”), issued and outstanding immediately before the Effective Time (but excluding Dissenting Shares, as defined in Section2.4 below), shall , by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become2,589,400,000 validly issued, fully paid, and non-assessable shares of the Surviving Corporation’s common stock, $0.0001par value per share (“Surviving Corporation Stock”), with all fractional shares to be rounded up, and all shares ofSamsara Stock shall be cancelled and retired and shall cease to exist.
2.2 Thetotal number of shares of Surviving Corporation Stock to be issued to each holder of shares of Samsara Stock (each a “SamsaraStockholder”) shall be as set forth opposite such Samsara Stockholder’s name in Exhibit A attached hereto.
2.3 Followingthe Effective Time, the Samsara Stockholders immediately prior to the Effective Time will hold approximately eighty percent (80%)of the issued and outstanding shares of the Surviving Corporation Stock.
2.4 Notwithstandinganything in this Agreement to the contrary, any shares of Samsara Stock that are issued and outstanding as of the Effective Timeand that are held by a Samsara Stockholder who has properly exercised his, her, or its appraisal rights under the DGCL (the “ DissentingShares ”) shall not be converted into shares of the Surviving Corporation Stock unless and until the holder shall havefailed to perfect, or shall have effectively withdrawn or lost, his, her or its right to dissent from the Merger under the DGCLand to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subjectto the requirements of the DGCL.
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