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As the coming utilization of the Purchase Arrangement may result in the brand new issuance from the all of us of greater than 19.99% of our a good CommonStock at the the common rate less than Minimum Price, and this requires shareholder acceptance under the Nasdaq 20% Rule. Correctly, i areseeking acceptance from your investors of your proposed issuances from offers beneath the Buy Arrangement. All of our Board already do nothave a position nominating committee or panel performing equivalent features. In accordance with Nasdaq laws and regulations, a majority of the fresh Board’sindependent administrators strongly recommend manager nominees to have possibilities by Board.

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