Wednesday, September 06, 2023 10:13:25 AM
Merger Agreement are anticipated to result in a share exchange whereby (i) each three hundred shares of Company common stock will be exchanged
for one share of HyperScale Nexus common stock based on an exchange ratio of 300 to 1, and (ii) upon the Effective Time and the consummation
of the Merger, each shareholder of Company Common Stock shall beneficially own not less than the greater of either: (i) one hundred (100)
shares of HyperScale Nexus Common Stock post-Merger, or (ii) the number of shares of HyperScale Nexus Common Stock that represents a value
of at least $2,500, (iii) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall
be converted into and become one fully paid and nonassessable share of the Company's common stock. No fractional shares shall be issued.
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