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

Manner and Basis of Converting Shares. (a) Each MamaMancini’s Share that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of Common Stock of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the Parent, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s and the MamaMancini’s Shareholders shall have received one share of the Common Stock of Parent for every one share of MamaMancini’s owned immediately prior to the Effective Time. (b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand (20,054,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Shares. (c) The MamaMancini’s Shares, which immediately prior to the Effective Time constitutes all of the issued and outstanding shares of common stock of MamaMancini’s beneficially owned by the stockholders listed on its books and records, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one share of Common Stock of the Parent for each one MamaMancini’s Share. The Merger Sub will issue to the MamaMancini’s Shareholders, as of the Effective Time, the twenty million fifty four thousand (20,054,000) shares of the Parent’s Common Stock, in exchange for the MamaMancini’s Shares. (d) Parent shall issue to each MamaMancini’s Shareholder the number of shares of Common Stock of the Parent that such stockholder shall be entitled to receive as set forth in Section 2.04 (b) hereof. To the extent that any certificates evidencing shares of MamaMancini’s common stock were issued prior to the Effective Time, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such certificate(s) must be surrendered or delivered to Parent, as the case may be, and all such shares shall be deemed at and after the Effective Time to have no value.

Manner and Basis of Converting Shares. (a) Each MamaMancini’s Grow Solutions’ Share that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of Common Stock of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the Parent, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s Grow Solutions and the MamaMancini’s Grow Solutions’ Shareholders shall have received one share of the Common Stock of Parent for every one share of MamaMancini’s Grow Solutions owned immediately prior to the Effective Time. (b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty fifty five million fifty four thousand (20,054,00055,000,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Grow Solutions’ Shares. The fifty five million (55,000,000) shares issued to Grow Solutions shall assume the completion of a capital raise of two million dollars ($2,000,000) prior to the merger. The amount of shares shall be reduced on a pro-rata basis based on the amount raised less than two million dollars ($2,000,000). (c) The MamaMancini’s Grow Solutions’ Shares, which immediately prior to the Effective Time constitutes all of the issued and outstanding shares of common stock of MamaMancini’s Grow Solutions beneficially owned by the stockholders listed on its books and records, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one share of Common Stock of the Parent for each one MamaMancini’s Shareof Grow Solutions’ Shares. The Merger Sub will issue to the MamaMancini’s Grow Solutions’ Shareholders, as of the Effective Time, the twenty million fifty four thousand 55,000,000 (20,054,00055,000,000) shares of the Parent’s Common Stock, in exchange for the MamaMancini’s Grow Solutions’ Shares. (d) Parent shall issue to each MamaMancini’s Grow Solutions’ Shareholder the number of shares of Common Stock of the Parent that such stockholder shall be entitled to receive as set forth in Section 2.04 (b) hereof. To the extent that any certificates evidencing shares of MamaMancini’s Grow Solutions’ common stock were issued prior to the Effective Time, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such certificate(s) must be surrendered or delivered to Parent, as the case may be, and all such shares shall be deemed at and after the Effective Time to have no value.

Manner and Basis of Converting Shares. (a) Each MamaMancini’s Share All of the OneLove Membership Interests that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of Common Stock of the One Million Four Hundred Fifty Thousand (1,450,000) Merger SubSub Membership Interests, which will immediately thereafter be exchanged for one share One Million Four Hundred Fifty Thousand (1,450,000) shares of Common Stock of the Parent, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s OneLove Membership Interests and the MamaMancini’s Shareholders Members shall have received one share One Million Four Hundred Fifty Thousand (1,450,000) shares of the Common Stock of Parent in accordance with Schedule I attached hereto for every one share all of MamaMancini’s the OneLove Membership Interests owned immediately prior to the Effective Time. (b) Prior to the Effective Time, the shareholders members of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s Common StockSub Membership Interests. As of the Effective Time, all Common Stock of the Merger Sub Membership Interests issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand One Million Four Hundred Fifty Thousand (20,054,0001,450,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Sharesthe OneLove Membership Interests. (c) The MamaMancini’s SharesOneLove Membership Interests, which immediately prior to the Effective Time constitutes all of the issued and outstanding shares membership interests of common stock of MamaMancini’s OneLove beneficially owned by the stockholders Members listed on its books and recordsSchedule I attached hereto, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one share One Million Four Hundred Fifty Thousand (1,450,000) shares of Common Stock of the Parent for each one MamaMancini’s Shareall of the OneLove Membership Interests. The Merger Sub will issue to the MamaMancini’s ShareholdersMembers, as of the Effective Time, the twenty million fifty four thousand One Million Four Hundred Fifty Thousand (20,054,0001,450,000) shares of the Parent’s Common Stock, in exchange for all of the MamaMancini’s SharesOneLove Membership Interests in accordance with Schedule I attached hereto. (d) Parent shall issue to each MamaMancini’s Shareholder Member the number of shares of Common Stock of the Parent that such stockholder shall be entitled to receive as set forth in Section 2.04 (b) hereofon Schedule I attached hereto. To the extent that any certificates evidencing shares of MamaMancini’s common stock the OneLove Membership Interests were issued prior to the Effective Time, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such certificate(s) must be surrendered or delivered to Parent, as the case may be, and all such shares shall be deemed at and after the Effective Time to have no value.

Manner and Basis of Converting Shares. (a) Each MamaMancini’s Share At the Effective Time: (i) each share of common stock, $0.001 par value per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the First Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of Common Stock common stock, $0.10 par value per share, of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the ParentCompany, so that at the Effective Timeeffective time of the First Merger, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s and the MamaMancini’s Shareholders shall have received one share Company; (ii) the shares of common stock, $0.10 par value per share, of the Common Stock of Parent for every one share of MamaMancini’s owned immediately prior to Company (the Effective Time. (b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s “Company Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand (20,054,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Shares. (c) The MamaMancini’s Shares”), which immediately prior to shares at the Effective Time constitutes Closing will constitute all of the issued and outstanding shares Equity Securities of common stock of MamaMancini’s Company, beneficially owned by the stockholders listed on its books and recordsCompany Stockholder, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right 52,260,000 [equal to receive one share of Common Stock 87.1% of the Parent for each one MamaMancini’s Share. The Merger Sub will issue to the MamaMancini’s Shareholders, as of the Effective Time, the twenty million fifty four thousand (20,054,000) issued and outstanding shares of the Parent’s Common Stock, in exchange for the MamaMancini’s Shares. (d) Parent shall issue to each MamaMancini’s Shareholder ] so that the number of shares of Parent Common Stock specified in Schedule 1.5 will be issued to each of the Parent that such stockholder Company Stockholder, which shall be entitled equal to receive as set forth 52,260,000 shares of Parent Common Stock for each (1) share of Company Common Stock (the “Merger Consideration”). Each certificate evidencing shares represented by the Merger Consideration issued pursuant to this Section 1.5(a)(ii) shall bear the following legend (in Section 2.04 addition to any legend required under applicable state securities laws): “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE CORPORATION STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.” (iii) there will be no Equity Security that converts into shares of Parent Common Stock outstanding or issuable at the Effective Time; (iv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) hereof. To After the extent that any certificates evidencing Effective Time, there shall be no further registration of transfers on the stock transfer books of the Company of the shares of MamaMancini’s common stock Company Common Stock that were issued outstanding immediately prior to the Effective Time, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such certificate(s) must be surrendered or delivered to Parent, as the case may be, and all such shares shall be deemed at and after the Effective Time to have no value.

Manner and Basis of Converting Shares. (a) Each MamaMancini’s Sports Field Share that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of Common Stock of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the Parent, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s Sports Field and the MamaMancini’s Sports Field Shareholders shall have received one share of the Common Stock of Parent for every one share of MamaMancini’s Sports Field owned immediately prior to the Effective Time. (b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) percent of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty eleven million fifty four nine hundred thousand fourteen two hundred seventy five (20,054,00011,914,275) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) percent of MamaManciniSports Field’s Shares. (c) The MamaMancini’s Sports Field Shares, which immediately prior to the Effective Time constitutes constitute all of the issued and outstanding shares of common stock of MamaMancini’s Sports Field beneficially owned by the stockholders listed on its books and records, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one share of Common Stock of the Parent for each one MamaManciniSports Field’s Share. The Merger Sub will issue to the MamaManciniSports Field’s Shareholders, as of the Effective Time, the twenty eleven million fifty four nine hundred thousand fourteen two hundred seventy five (20,054,00011,914,275) shares of the Parent’s Common Stock, in exchange for the MamaMancini’s Sports Field Shares. (d) Parent shall issue to each MamaMancini’s Sports Field Shareholder the number of shares of Common Stock of the Parent that such stockholder shall be entitled to receive as set forth in Section 2.04 (b) hereof. To the extent that any certificates evidencing shares of MamaMancini’s Sports Field common stock were issued prior to the Effective Time, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such certificate(s) must be surrendered or delivered to Parent, as the case may be, and all such shares shall be deemed at and after the Effective Time to have no value.

Manner and Basis of Converting Shares. The manner and basis of converting the shares of Aradyme into shares of MergerCo and the mode of carrying the merger into effect are as follows: (a) Each MamaMancini’s Share that shall be outstanding immediately prior Pursuant to the Effective Time shall, by virtue terms of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one merger: (i) each share of Common Stock common stock of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the Parent, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s and the MamaMancini’s Shareholders shall have received one share of the Common Stock of Parent for every one share of MamaMancini’s owned immediately prior to the Effective Time. (b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub Aradyme issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock effective time of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand (20,054,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Shares. (c) The MamaMancini’s Shares, which immediately prior to the Effective Time constitutes all of the issued and outstanding shares of common stock of MamaMancini’s beneficially owned by the stockholders listed on its books and records, shall, by virtue of the Merger and without any action on the part of the holders thereof, merger shall be converted at the effective time into the right to receive one newly-issued share of common stock of Albion, par value $0.001 per share ("New Albion Common Stock"); (ii) each share of preferred stock of Aradyme issued and outstanding immediately prior to the effective time of the merger shall be converted at the effective time into the right to receive one newly-issued share of preferred stock of Albion, par value $0.001 per share ("New Albion Preferred Stock"); and (iii) each option to purchase one share of Aradyme common stock existing immediately prior to the effective time of the merger will be converted at the effective time into the right to receive newly-issued options to purchase New Albion Common Stock on the same terms and conditions as provided in the Aradyme options. The New Albion Common Stock and New Albion Preferred Stock shall be subject the rights of the Parent for each one MamaMancini’s Share. The Merger Sub will issue holders of certain of such shares of Aradyme Stock (each, a "dissenting Aradyme stockholder") to the MamaMancini’s Shareholders, as seek an appraisal of the Effective Timefair value thereof as provided under Nevada law. (b) The single share of MergerCo common stock issued and outstanding, which is held by Albion, shall remain issued and outstanding and held by Albion as a share of common stock of the twenty million fifty four thousand Surviving Corporation. (20,054,000c) After the effective date of the merger, each holder of an outstanding certificate, which prior thereto represented shares of the Parent’s common stock of Aradyme, shall be entitled on surrender thereto to the transfer and exchange agent to receive in exchange therefor a certificate or certificates representing the number of whole shares of New Albion Common StockStock into which the shares of common stock of Aradyme surrendered shall have been converted as aforesaid in such denominations as such holder may request. Each holder of an outstanding certificate, which prior thereto represented shares of the preferred stock of Aradyme, shall be entitled on surrender thereto to the transfer and exchange agent to receive in exchange therefor a certificate or certificates representing the number of whole shares of New Albion Preferred Stock into which the shares of preferred stock of Aradyme surrendered shall have been converted as aforesaid in such denominations as such holder may request. Until so surrendered, each such outstanding certificate (which prior to the effective date of the merger represented shares of the common or preferred stock of Aradyme) shall for all purposes evidence the ownership of the shares of New Albion Common Stock or New Albion Preferred Stock into which such shares shall have been converted; provided that dividends or other distributions that are payable in respect of shares of New Albion Common Stock or New Albion Preferred Stock into which shares of Aradyme shall have been converted shall be set aside by Albion and shall not be paid to holders of certificates representing such shares of common stock of Aradyme until such certificates shall have been surrendered in exchange for certificates representing New Albion Common Stock or New Albion Preferred Stock. On such surrender, the MamaMancini’s Sharesholder(s) of such shares shall be entitled to receive such dividends or other distributions without interest. Upon surrender, each such outstanding certificate shall be cancelled by the surviving corporation. (d) Parent shall issue to each MamaMancini’s Shareholder the number of All shares of New Albion Common Stock or New Albion Preferred Stock into which shares of the Parent that such stockholder common or preferred stock of Aradyme shall have been converted pursuant to this article III shall be entitled issued in full satisfaction of all rights pertaining to receive as set forth in Section 2.04 (b) hereof. To the extent that any certificates evidencing shares of MamaMancini’s common stock were issued prior to the Effective Time, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such certificate(s) must be surrendered or delivered to Parent, as the case may be, and all such shares shall be deemed at and after the Effective Time to have no valueAradyme Stock.

Manner and Basis of Converting Shares. (a) Each MamaMancini’s IneedMD Share that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of Common Stock of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the Parent, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s IneedMD and the MamaMancini’s IneedMD Shareholders shall have received one share of the Common Stock of Parent for every one share of MamaMancini’s IneedMD owned immediately prior to the Effective Time. (b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand Forty Two Million Four Hundred Sixty Four Thousand Four Hundred Twenty Four (20,054,00042,464,424) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaManciniIneedMD’s Shares. (c) The MamaMancini’s IneedMD Shares, which immediately prior to the Effective Time constitutes all of the issued and outstanding shares of common stock of MamaMancini’s IneedMD beneficially owned by the stockholders listed on its books and records, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one share of Common Stock of the Parent for each one MamaManciniof IneedMD’s Share. The Merger Sub will issue to the MamaMancini’s IneedMD Shareholders, as of the Effective Time, the twenty million fifty four thousand Forty Two Million Four Hundred Sixty Four Thousand Four Hundred Twenty Four (20,054,00042,464,424) shares of the Parent’s Common Stock, in exchange for the MamaMancini’s IneedMD Shares. (d) Parent shall issue to each MamaMancini’s IneedMD Shareholder the number of shares of Common Stock of the Parent that such stockholder shall be entitled to receive as set forth in Section 2.04 (b) hereof. To the extent that any certificates evidencing shares of MamaMancini’s IneedMD common stock were issued prior to the Effective Time, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such certificate(s) must be surrendered or delivered to Parent, as the case may be, and all such shares shall be deemed at and after the Effective Time to have no value.

Manner and Basis of Converting Shares. (a) Each MamaMancini’s Share At the Effective Time: (i) each share of common stock, $0.01 par value per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of Common Stock common stock, $0.001 par value per share, of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the ParentCompany, so that at the Effective Timeeffective time of the Merger, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s and the MamaMancini’s Shareholders shall have received one share Company; (ii) the shares of common stock, $1.00 par value per share, of the Common Stock of Parent for every one share of MamaMancini’s owned immediately prior to Company (the Effective Time. (b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s “Company Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand (20,054,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Shares. (c) The MamaMancini’s Shares”), which immediately prior to shares at the Effective Time constitutes Closing will constitute all of the issued and outstanding shares Equity Securities of common stock of MamaMancini’s Company, beneficially owned by the stockholders listed on its books and recordsCompany Stockholder, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right 5,850,000 shares (equal to receive one share of Common Stock approximately 73.13% of the Parent for each one MamaMancini’s Share. The Merger Sub will issue to the MamaMancini’s Shareholders, as of the Effective Time, the twenty million fifty four thousand (20,054,000) issued and outstanding shares of the Parent’s Common Stock, in exchange for the MamaMancini’s Shares. (d) Parent shall issue to each MamaMancini’s Shareholder so that the number of shares of Parent Common Stock shall be distributed pro rata to the holders of Company Common Stock (the “Merger Consideration”). Each certificate evidencing shares represented by the Merger Consideration issued pursuant to this Section 1.5(a)(ii) shall bear the following legend (in addition to any legend required under applicable state securities laws): “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE CORPORATION STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.” (iii) each share of Company Common Stock held in the treasury of the Parent that such stockholder Company immediately prior to the Effective Time shall be entitled cancelled in the Merger and cease to receive as set forth in Section 2.04 exist. (b) hereof. To After the extent that any certificates evidencing Effective Time, there shall be no further registration of transfers on the stock transfer books of the Company of the shares of MamaMancini’s common stock Company Common Stock that were issued outstanding immediately prior to the Effective Time, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such certificate(s) must be surrendered or delivered to Parent, as the case may be, and all such shares shall be deemed at and after the Effective Time to have no value.

Manner and Basis of Converting Shares. (a) Each MamaMancini’s Share At the Effective Time: (i) each share of common stock, $0.001 par value per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1)share of Class A common stock, without par value, and one (1) share of Common Stock Class B common stock, without par value, of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the ParentCompany, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s and the MamaMancini’s Shareholders shall have received one Company; (ii) each share of the Common Stock of Parent for every one Class A common stock, without par value, and each share of MamaMancini’s owned Class B common stock, without par value, of the Company (collectively, the “Company Common Stock”) that shall be outstanding immediately prior to the Effective Time. (b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for excluding shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand (20,054,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Shares. (c) The MamaMancini’s Shares, which immediately prior to the Effective Time constitutes all of the issued and outstanding shares of common stock of MamaMancini’s beneficially owned held by the stockholders listed on its books Company and records, Dissenting Shares (as defined in Section 1.09) shall, by virtue of the Merger and without any action on the part of the holders holder thereof, be converted into the right to receive one 10,160.064 shares of common stock, $0.0001 par value per share of (“Parent Common Stock Stock”) of the Parent for each one MamaMancini’s Share(the “Merger Consideration”). The Merger Sub will issue to the MamaMancini’s Shareholders, as ratio of the Effective Time, the twenty million fifty four thousand (20,054,000) shares of the Parent’s Common Stock, in exchange for the MamaMancini’s Shares. (d) Parent shall issue to each MamaMancini’s Shareholder the number of shares of Parent Common Stock into which each share of the Parent that such stockholder Company Common Stock shall be entitled converted as provided in this section is hereinafter referred to receive as set forth in Section 2.04 (b) hereof. To the extent that any certificates “Common Stock Exchange Ratio.” Each certificate evidencing shares of MamaMancini’s common stock were represented by the Merger Consideration issued prior pursuant to this Section 1.5(ii) shall bear the Effective Timefollowing legend (in addition to any legend required under applicable state securities laws): “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such certificate(s) must be surrendered or delivered to ParentAS AMENDED (THE “ACT”)OR REGISTERED OR QUALIFIED UNDER APPLICABALE STATE SECURITIES LAWS AND MAY NOT BE SOLD, as the case may beTRANSFERRED, and all such shares shall be deemed at and after the Effective Time to have no valueASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH APPLICABLE STATE LAWS COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE CORPORATION STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURIITES LAWS.”

Manner and Basis of Converting Shares. (a) Each MamaMancini’s Company Share that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of Common Stock of the Merger Sub, which will immediately thereafter be exchanged for one share that certain amount of Common Stock capital stock of the Parent, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s Company and the MamaMancini’s Shareholders shall have received one share ninety percent (90%) of the Common Stock issued and outstanding capital stock of the Parent for every one share of MamaMancini’s owned immediately prior to the Effective TimeTime as set forth on Schedule II. (b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) percent of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock capital stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand ninety percent (20,054,00090%) shares of its Common Stock the issued and outstanding capital stock of the Parent to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s the Company Shares. (c) The MamaMancini’s Company Shares, which immediately prior to the Effective Time constitutes constitute all of the issued and outstanding shares of common stock of MamaMancini’s Company beneficially owned by the stockholders listed on its books and records, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one share of Common Stock ninety percent (90%) of the Parent for each one MamaMancini’s Shareissued and outstanding shares of capital stock of the Parent. The Merger Sub will issue to the MamaManciniCompany’s Shareholders, as of the Effective Time, ninety percent (90%) of the twenty million fifty four thousand (20,054,000) issued and outstanding shares of the Parent’s Common Stockcapital stock as set forth on Schedule II, in exchange for all of the MamaMancini’s Company Shares. (d) Parent shall issue to each MamaMancini’s Majority Shareholder the number of shares of Common Stock of the Parent that such stockholder shall be entitled to receive as set forth in Section 2.04 (b) hereofhereof and on Schedule II. To the extent that any certificates evidencing shares of MamaMancini’s Company common stock were issued prior to the Effective Time, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such certificate(s) must be surrendered or delivered to Parent, as the case may be, and all such shares shall be deemed at and after the Effective Time to have no value.

Manner and Basis of Converting Shares. (a) Each MamaMancini’s Share At the Effective Time: (i) each share of common stock, par value $0.001 per share of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of Common Stock common stock, $0.001 par value, of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the ParentSurviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s the Surviving Corporation; (ii) the shares of common stock, $0.001 par value, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders of the Company (other than (A) shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NRS and the MamaMancini’s Shareholders shall have received one not withdrawn or otherwise forfeited and (B) each share of the Company Common Stock held in the treasury of Parent for every one share of MamaMancini’s owned the Company immediately prior to the Effective Time. (b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand (20,054,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Shares. (c) The MamaMancini’s Shares, which immediately prior to the Effective Time constitutes all of the issued and outstanding shares of common stock of MamaMancini’s beneficially owned by the stockholders listed on its books and records, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one share (i) 581,053 share(s) of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) and (ii) 106,894 shares of Series H Convertible Preferred Stock par value $0.001 of Parent (“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Stock”), in such amounts as more specifically set forth on Schedule 1.07(a)(ii), which Parent Preferred Stock shall have substantially the rights, powers, preferences, privileges and restrictions set out in Exhibit F hereto and convert into Parent Common Stock on a 1 for 10 basis upon receipt of the approval (the “Parent Stockholder Approval”) by the requisite vote of the stockholders of the Parent for (the “Parent Stockholders”) at the 2020 annual meeting of Parent Stockholders to be held on or about October 27, 2020 (the “Parent Stockholder Meeting”); and (iii) each one MamaMancini’s Share. The Merger Sub will issue share of Company Common Stock held in the treasury of the Company immediately prior to the MamaMancini’s Shareholders, as of Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the twenty million fifty four thousand (20,054,000) stock transfer books of the Surviving Corporation of the shares of the Parent’s Common Stock, in exchange for the MamaMancini’s Shares. (d) Parent shall issue to each MamaMancini’s Shareholder the number of shares of Company Common Stock of the Parent that such stockholder shall be entitled to receive as set forth in Section 2.04 (b) hereof. To the extent that any certificates evidencing shares of MamaMancini’s common stock were issued outstanding immediately prior to the Effective Time. (c) Notwithstanding any contrary provisions of this Section 1.07, the Company may instruct Parent to allocate Parent Preferred Stock among the holders of the Company Common Stock other than based on a pro rata allocation; provided, that no holder of Company Common Stock approve such different allocation and each such certificate or holder of Company Common Stock receives an affidavit and indemnification in form reasonably acceptable to counsel equivalent amount of Parent Common Stock for the any Parent stating Preferred Stock that such stockholder has lost such certificate(sit would have otherwise received but for any different allocation of Parent Preferred Stock contemplated hereby. This Section 1.07(c) must be surrendered or delivered to Parent, as the case may be, and all such shares shall be deemed at and after the Effective Time to have no valueforce and effect if it would result in adverse tax consequence to the Company or Parent.

Manner and Basis of Converting Shares. (a) Each MamaMancini’s Share At the Effective Time: (i) each share of common stock, no par value per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of Common Stock common stock, no par value per share, of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the ParentSurviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s and the MamaMancini’s Shareholders shall have received one share Surviving Corporation; (ii) the shares of common stock, $.001 par value per share, of the Company (the “Company Common Stock of Parent for every one share of MamaMancini’s Stock”) beneficially owned immediately prior to by the Effective Time. (b) Prior to the Effective Time, the shareholders Stockholders listed in Section 2.4 of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand (20,054,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Shares. (c) The MamaMancini’s SharesCompany Disclosure Schedule, which immediately prior to shares at the Effective Time constitutes Closing will constitute all of the issued and outstanding shares of common stock of MamaMancini’s beneficially owned by the stockholders listed on its books and recordsCompany, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into cancelled and extinguished; (iii) the right to receive one share shares of Common preferred stock, designated Series A-1, $.001 par value per share, of the Company (the “Series A-1 Preferred Stock”) beneficially owned by the Stockholders listed in Section 2.4 of the Company Disclosure Schedule, which shares at the Closing will constitute all of the issued and outstanding shares of Series A-1 Preferred Stock of the Parent for each one MamaMancini’s Share. The Merger Sub will issue to the MamaMancini’s ShareholdersCompany, as shall, by virtue of the Effective TimeMerger and without any action on the part of the holders thereof, be cancelled and extinguished; (iv) the twenty million fifty four thousand (20,054,000) shares of the ParentCompany’s Common Series B-1 Preferred Stock, $.001 par value per share, (the “Series B-1 Preferred Stock”) beneficially owned by the Stockholders listed in exchange for Section 2.4 of the MamaMancini’s Shares. (d) Parent shall issue to Company Disclosure Schedule, which shares at the Closing will constitute all of the issued and outstanding shares of Series B-1 Preferred Stock of the Company, shall, by virtue of the Merger and without any action on the part of the holders thereof, each MamaMancini’s Shareholder be converted into the number of shares of Parent Common Stock equal to the Series B-1 Conversion Ratio; (v) the shares of the Company’s Series C Preferred Stock, $.001 par value per share (the “Series C Preferred Stock” and, together with the Series B-1 Preferred Stock and Series C Preferred Stock, the “Company Preferred Stock”) beneficially owned by the Stockholders listed in Section 2.4 of the Company Disclosure Schedule, which shares of Series C Preferred Stock taken together with the Series B-1 Preferred Stock at the Closing will constitute all of the issued and outstanding shares of preferred stock of the Company, shall, by virtue of the Merger and without any action on the part of the holders thereof, each be converted into the number of shares of Parent that such stockholder Common Stock equal to the Series C Conversion Ratio; (vi) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be entitled cancelled in the Merger and cease to receive as set forth exist and each share of Company Preferred Stock held in Section 2.04 the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist; (b) hereof. To After the extent that any certificates evidencing Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of MamaMancini’s common stock Company Common Stock or Company Preferred Stock (referred to collectively herein as “Company Stock”) that were issued outstanding immediately prior to the Effective Time, each such (c) Promptly after the Effective Time and upon (i) surrender of a certificate or certificates representing shares of Company Stock that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder Stockholder has lost its certificate or certificates or that such certificate(shave been destroyed and (ii) must delivery of a Letter of Transmittal (as described in Section 4 hereof), Parent shall issue to each record holder of the Company Stock surrendering such certificate or certificates and Letter of Transmittal, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Sections 1.5(a)(iv) and 1.5(a)(v) hereof. Until the certificate, certificates or affidavit is or are surrendered together with the Letter of Transmittal as contemplated by this Section 1.5(c) and Section 4 hereof, each certificate or delivered affidavit that immediately prior to Parent, as the case may be, and all such Effective Time represented any outstanding shares of Company Stock shall be deemed at and after the Effective Time to represent only the right for the holder thereof. to receive upon surrender as aforesaid the Parent Common Stock into which such Company Stock is converted under Sections 1.5(a)(iv) and 1.5(a)(v) hereof or to perfect any rights of appraisal which such holder may have no valuepursuant to the applicable provisions of the DGCL.

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 Exchanged SMPG Common Stock and the mode of carrying the merger into effect are as follows: (a) Each MamaMancini’s Share that shall be one share of the CPH Common Stock outstanding immediately prior to on the Effective Time effective date of the merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one 0.84709 fully-paid and non-assessable share of Exchanged SMPG Common Stock of (with any fractional share resulting from the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of exchange and conversion rounded to the Parentnearest whole share), so that at the Effective Time, Parent shall be the holder of all of the issued and 913,690 outstanding shares of MamaMancini’s CPH Common Stock are converted into an aggregate of approximately 773,978 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 MamaMancini’s Shareholders shall have received holder thereof be liable for any further payment with respect thereto. Each one share of the Common CPH Preferred Stock of Parent for every one share of MamaMancini’s owned immediately prior to outstanding on the Effective Time. (b) Prior to the Effective Time, the shareholders effective date of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand (20,054,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Shares. (c) The MamaMancini’s Shares, which immediately prior to the Effective Time constitutes all of the issued and outstanding shares of common stock of MamaMancini’s beneficially owned by the stockholders listed on its books and records, merger shall, by virtue of the Merger and without any action on the part of the holders holder thereof, be converted into the right to receive one share 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 of the Parent for merger, each one MamaMancini’s Share. The Merger Sub will issue to the MamaMancini’s Shareholders, as holder of the Effective Time, the twenty million fifty four thousand (20,054,000) an outstanding certificate which prior thereto represented shares of the Parent’s CPH Common Stock or CPH Preferred Stock shall be entitled on surrender thereof to the transfer and exchange agent of SMPG and on execution and delivery of a representation letter in a form acceptable to SMPG, to receive in exchange therefor a certificate or certificates representing the number of whole shares of Exchanged SMPG Common Stock into which the shares of CPH Common Stock or CPH Preferred Stock so surrendered shall have been converted as set forth above, in such denominations and registered in such names as such holder may request. Until so surrendered, each such outstanding certificate which, prior to the effective date of the merger, represented shares of CPH Common Stock or CPH Preferred Stock shall for all purposes evidence the shares of 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, in exchange for the MamaMancini’s Shares. (d) Parent shall issue to each MamaMancini’s Shareholder the number and on such surrender, holders of such shares of Common Stock of the Parent that such stockholder shall be entitled to receive as set forth in Section 2.04 such dividends or other distributions without interest. (b) hereof. To the extent that any certificates evidencing All shares of MamaMancini’s Exchanged SMPG Common Stock into which shares of the CPH Common Stock 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 and CPH Preferred Stock. (c) If any certificate for shares of 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 and that the person requesting such exchange pay to SMPG or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of common stock were issued prior of SMPG in any name other than that of the registered holder of the certificate surrendered, or establish to the Effective Time, each such certificate satisfaction of SMPG or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating any agent designated by it that such stockholder tax has lost such certificate(s) must be surrendered been paid or delivered to Parent, as the case may be, and all such shares shall be deemed at and after the Effective Time to have no valueis not payable.