Governance Changes

TurnOnGreen, Inc.: Amended certificate of designation for Series A preferred stock to change redemption commencement date to January 1, 2026 (effective 2024-03-21).

“On March 21, 2024, TurnOnGreen, Inc., a Nevada corporation (the “ Company ”) amended its articles of incorporation by the filing with the Secretary of State of the State of Nevada an amendment (the “ Series A COD Amendment ”) to the certificate of designation for the Company’s Series A convertible redeemable preferred stock, par value $0.001 per share (the “ Series A Preferred Stock ”).”

SYNOPSYS INC: Amended bylaws to change appointment of lead independent director from full Board to independent directors (effective 2024-03-25).

“The Bylaws were updated to provide for the appointment of the lead independent director of the Board (the “ Lead Independent Director ”) by the independent directors of the Board, rather than the full Board, to serve until replaced by the independent directors of the Board, rather than the full Board.”

AiAdvertising, Inc.: Filed Certificate of Designation creating Series K Preferred Stock with 51% voting power for CEO (effective 2024-03-21).

“On March 21, 2024, AiAdvertising, Inc. (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations of Series K Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada, and issued 1,000 shares of Series K Preferred Stock to Gerard Hug, the Company’s chief executive officer, for services rendered.”

EQT Exeter Real Estate Income Trust, Inc.: Increased authorized shares of capital stock to 2,300,000,000 and common stock to 2,200,000,000; designated 50,000,000 Class A-I and 50,000,000 Class A-II common shares (effective 2024-03-20).

“On March 20, 2024, the Company filed an Articles of Amendment (the “Articles of Amendment”) to its Articles of Amendment and Restatement, dated June 20, 2023 (the “Charter”) with the Maryland State Department of Assessments and Taxation (“SDAT”) to increase the number of shares of capital stock that the Company has authority to issue to 2,300,000,000 and the number of shares of common stock, par value $0.01 per share, that the Company has authority to issue to 2,200,000,000.”

Newbury Street Acquisition Corp: Amended Second Amended and Restated Certificate of Incorporation to extend the deadline for consummating a business combination from March 25, 2024 to September 25, 2024 (effective 2024-03-20).

“On March 20, 2024, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”) to extend the date by which the Company has to consummate a business combination to from March 25, 2024 to September 25, 2024.”

New Fortress Energy Inc.: Filed Certificate of Designations for Series A Convertible Preferred Stock establishing terms, preferences, and voting rights (effective 2024-03-20).

“On March 20, 2024, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to designate 96,746 shares of the Series A Convertible Preferred Stock”

Reddit, Inc.: Amended and restated bylaws became effective in connection with IPO (effective 2024-03-25).

“On March 25, 2024, Reddit, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s Class A common stock”

Reddit, Inc.: Amended and restated certificate of incorporation filed in connection with IPO (effective 2024-03-25).

“On March 25, 2024, Reddit, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s Class A common stock”

Landbay Inc: Reversed previous amendment to articles of incorporation, returning authorized shares to 30,000,000 Class A Common and eliminating Preferred Stock (effective 2024-03-21).

“on March 21, 2024, pursuant to approval of the Company’s Board of Directors and of a vote from a majority of the Company’s shareholders, a new amendment was filed with the State of New York reversing the Previous Amendment and restating the capitalization back to its original 30,000,000 shares of Class A Common Stock and eliminating any reference to Preferred Stock (the “New Amendment”). The New Amendment filed with New York State was effective on March 21, 2024.”

SRx Health Solutions, Inc.: Certificate of Amendment to Certificate of Incorporation to effectuate a 1-for-44 reverse stock split (effective 2024-03-20).

“On March 20, 2024, Better Choice Company Inc. (the “ Company ”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Certificate of Amendment ”) to effectuate a reverse stock split (the “ Reverse Stock Split ”) of its issued and outstanding shares of common stock on a 1-for-44 basis.”

SPORTSMAN'S WAREHOUSE HOLDINGS, INC.: Amended bylaws to establish right for stockholders holding at least 25% voting power to call a special meeting, with disclosure and timing requirements (effective 2024-03-20).

“On March 20, 2024, the Board of Directors (the “ Board ”) of Sportsman’s Warehouse Holdings, Inc. (the “ Company ”) amended and restated the Company’s bylaws (as so amended and restated, the “ Amended Bylaws ”), which became effective immediately upon adoption by the Board.”

Sanara MedTech Inc.: Amended and restated bylaws effective immediately, including increased shareholder threshold for special meetings, advance notice provisions, director removal vote change, and other updates (effective 2024-03-21).

“On March 21, 2024, the Board of Directors (the “Board”) of Sanara MedTech Inc. (the “Company”) adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.”

Binah Capital Group, Inc.: Ceased being a shell company as a result of Business Combination.

“As a result of the Business Combination, the Company ceased being a shell company.”

Binah Capital Group, Inc.: Adopted new bylaws on Closing Date.

“and adopted the Proposed Holdings Bylaws (the “ Company Organizational Documents ”)”

Binah Capital Group, Inc.: Amended and restated certificate of incorporation on Closing Date.

“On the Closing Date, the Company amended and restated its certificate of incorporation in the form of the Proposed Holdings Charter”

LENZ Therapeutics, Inc.: New LENZ ceased to be a shell company upon the closing of the transactions.

“As a result of the Transactions, New LENZ ceased to be a shell company upon the Closing.”

LENZ Therapeutics, Inc.: Adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2024-03-21).

“In connection with the Transactions, on March 21, 2024, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.”

LENZ Therapeutics, Inc.: Amended certificate of incorporation to effect a 1:7 reverse stock split and change company name from Graphite Bio, Inc. to LENZ Therapeutics, Inc (effective 2024-03-21).

“In connection with the Merger, the Board adopted, and the stockholders approved, an amendment to the Company’s amended and restated certificate of incorporation, to effect the Reverse Stock Split and to change the Company’s name from "Graphite Bio, Inc." to "LENZ Therapeutics, Inc." The certificate of amendment to the amended and restated certificate of incorporation was effective March 21, 2024.”

PaxMedica, Inc.: Amended Section 1.6 of Article I to reduce the stockholder meeting quorum requirement to 33.4% (effective 2024-03-21).

“On March 21, 2024, the Board of Directors of PaxMedica, Inc. amended Section 1.6 of Article I of PaxMedica, Inc.’s Amended and Restated Bylaws to reduce the quorum requirement for any meeting of stockholders to 33.4%.”

Alzamend Neuro, Inc.: Deleted sections 5(b) and 5(c) from the First Amended and Restated Certificate of Designations of Series B Convertible Preferred Stock to remove language regarding liquidation preference rights (effective 2024-03-21).

“The COD Amendment amended the First Amended and Restated Certificate of Designations to delete sections 5(b) and 5(c) to remove certain language regarding liquidation preference rights that could have caused the Series B Convertible Preferred Stock to not be classified as equity.”

CytomX Therapeutics, Inc.: Amended and restated bylaws to modernize stockholder nomination and proposal procedures, remove 'acting in concert' provisions, and make clarifying changes (effective 2024-03-20).

“On March 20, 2024, the Board unanimously adopted Amended and Restated Bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately, to, among other things, modernize and enhance certain disclosure and procedural requirements related to stockholder nominations of directors and submissions of stockholder proposals regarding other business at stockholder meetings, including removing the “acting in concert” provisions previously contained in the Company’s bylaws, as well as certain other clarifying, technical and conforming changes.”

Presidio Property Trust, Inc.: The Board approved a resolution to classify the Board into three classes with staggered three-year terms, and filed Articles Supplementary to elect classification under MGCL Section 3-803, effective March 18, 2024 (effective 2024-03-18).

“The Board of Directors (the “Board”) of Presidio Property Trust, Inc., a Maryland corporation (the “Company”), approved a resolution to classify the Board pursuant to Section 3-803 of the Maryland General Corporation Law (“MGCL”) into three classes with directors serving three year terms.”

SMITH & WESSON BRANDS, INC.: Bylaws amended to permit stockholders owning at least 25% of outstanding common stock to request a special meeting, with timing and other restrictions (effective 2024-03-20).

“On March 20, 2024, the board of directors (the “ Board ”) of Smith & Wesson Brands, Inc., a Nevada corporation (the “ Company ”), approved and adopted effective as of such date certain amendments to the Amended and Restated Bylaws of the Company (the “ Bylaws ”). The Bylaws were amended to permit stockholders owning, individually or in the aggregate, at least 25% of the outstanding common stock of the Company to request a special meeting of stockholders.”

SONIDA SENIOR LIVING, INC.: Increased authorized shares of common stock from 15,000,000 to 30,000,000 (effective 2024-03-21).

“On March 21, 2024, following receipt of stockholder approval at the Special Meeting of the Company’s stockholders held on March 21, 2024 (the “Special Meeting”), the Company filed an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to increase the number of authorized shares of the Company’s common stock from 15,000,000 shares to 30,000,000 shares. The Charter Amendment became effective upon filing.”

CymaBay Therapeutics, Inc.: Bylaws amended and restated in their entirety upon merger closing.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”

CymaBay Therapeutics, Inc.: Certificate of incorporation amended and restated in its entirety upon merger closing.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.”

Binah Capital Group, Inc.: Ceased being a shell company after business combination.

“As a result of the Business Combination, the Company ceased being a shell company”

Binah Capital Group, Inc.: Adopted new bylaws.

“adopted the Proposed Holdings Bylaws (the “ Company Organizational Documents ”), which differ in certain material respects from the Existing Organizational Documents of KWAC”

Binah Capital Group, Inc.: Amended and restated certificate of incorporation.

“On the Closing Date, the Company amended and restated its certificate of incorporation in the form of the Proposed Holdings Charter”

T. Rowe Price OHA Select Private Credit Fund: Amended the Bylaws to set quorum at one-half of outstanding shares and to provide procedures for contested trustee elections (effective 2024-03-20).

“On March 20, 2024 the Board adopted the Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”), effective the same day, in response to comments issued by certain state securities regulators in connection with their review of the Offering. As amended, the Amended and Restated Bylaws (i) provide that one half of the outstanding shares of the Company (without regard to class or series) shall constitute a quorum; and (ii) provide that, in the event of a contested election in which a sufficient number of votes to elect a Trustee are not cast, the Company shall, within six (6) months of the meeting whereat the Company determined that the requisite vote had not been achieved, either (a) reconvene an adjourned meeting or (b) hold a special meeting of shareholders to vote on any Trustee who has retained their position as a result of the failure to achieve the requisite vote.”

T. Rowe Price OHA Select Private Credit Fund: Amended the Declaration of Trust to provide for staggered trustee terms, require shareholder approval for certain actions, and limit direct actions under federal or state securities laws (effective 2024-03-20).

“On March 20, 2024, the board of trustees of the Company (the “ Board ”) adopted the Second Amended and Restated Declaration of Trust of the Company (the “ Second Amended and Restated Declaration of Trust ”), effective the same day, in response to comments issued by certain state securities regulators in connection with their review of the Offering. As amended, the Second Amended and Restated Declaration of Trust provides, among other things, (i) that each trustee (“ Trustee ”) shall serve an initial term that shall expire at the annual meeting of shareholders held in 2026, and, following such initial term, at the annual meeting of shareholders held each third year thereafter, (ii) the Company will not permit the Adviser or the Board to take certain actions without approval of shareholders entitled to cast a majority of all votes entitled to be cast on a matter, and (iii) t he provisions regarding direct actions shall not apply to claims asserted under federal securities laws or state s”

Tevogen Bio Holdings Inc.: Created Series B Preferred Stock and established its rights, preferences and terms (effective 2024-03-15).

“On March 15, 2024, the Company filed the Certificate of Designation of Series B Preferred Stock (the “Series B Certificate of Designation”) with the Delaware Secretary of State, creating the Series B Preferred Stock and establishing the rights, preferences and other terms of the Series B Preferred Stock, and issuing the Series B Preferred Stock.”

Tevogen Bio Holdings Inc.: Created Series A Preferred Stock and established its rights, preferences and terms (effective 2024-03-15).

“On March 15, 2024, the Company filed the Certificate of Designation of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Delaware Secretary of State, creating the Series A Preferred Stock and establishing the rights, preferences and other terms of the Series A Preferred Stock, and issued the Series A Preferred Stock.”

Context Therapeutics Inc.: Reduced quorum to one-third, eliminated stockholder list requirement, updated notice requirements for director nominations and proposals, and implemented procedural mechanisms related to Rule 14a-19 (effective 2024-03-19).

“On March 19, 2024, the Board of Directors of the Company approved the amendment and restatement of the Company's Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), primarily to (i) reduce the quorum necessary to hold a meeting of stockholders to one-third of the Company's capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, (ii) eliminate the requirement to produce and keep a stockholder list for examination at each meeting of stockholders, (iii) update notice requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than proposals to be included in the Company’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and (iv) implement certain procedural mechanisms related to stockholder nominations of directors under Rule 14a-19 (“Rule 14a-19”) under the Exchange”

Aterian, Inc.: Filed Certificate of Amendment to effect a 1-for-12 reverse stock split of common stock (effective 2024-03-20).

“Aterian, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to affect a 1 - 12 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) on March 20, 2024.”

Thunder Power Holdings, Inc.: Amended charter extension deadline to March 21, 2024, with up to nine one-month extensions to December 21, 2024 (effective 2024-03-18).

“On March 18, 2024, the Charter Amendment was filed with the State of Delaware, effective on the same date.”

AMAZE HOLDINGS, INC.: Filed Certificate of Designation for Series B Convertible Preferred Stock, establishing rights, preferences, and limitations (effective 2024-03-14).

“On March 14, 2024, Fresh Vine Wine, Inc. (the “Company”) filed with the Secretary of State of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Stock”)(the “Certificate”).”

GRAPHJET TECHNOLOGY: Energem ceased being a shell company as a result of the Business Combination.

“As a result of the Business Combination, Energem ceased being a shell company.”

GRAPHJET TECHNOLOGY: Adoption of Amended & Restated Memorandum of Association effective as of Closing Date.

“The shareholders of Energem approved the Amendment & Restated Memorandum of Association of Graphjet Technology (the “ M&A ”) at the Special Meeting. In connection with the Closing, Energem adopted the M&A effective as of the Closing Date.”

Zeo Energy Corp.: Company ceased to be a shell company upon closing of the Business Combination (effective 2024-03-20).

“As a result of the Business Combination, which fulfilled the definition of an “initial business combination” as required by ESGEN’s Amended and Restated Certificate of Incorporation, the Company ceased to be a shell company upon the Closing.”

Zeo Energy Corp.: Company adopted its Bylaws on the Closing Date (effective 2024-03-20).

“and adopted the Bylaws of the Company (the “ Bylaws ,” together with the Charter, the “ Zeo Organizational Documents ”).”

Zeo Energy Corp.: Company filed its Certificate of Incorporation on the Closing Date (effective 2024-03-20).

“On the Closing Date, the Company filed the Certificate of Incorporation of the Company (the “ Charter ”) with the Secretary of State of the State of Delaware”

AirJoule Technologies Corp.: Company ceased being a shell company as a result of the Business Combination.

“As a result of the Business Combination, the Company ceased being a shell company.”

AirJoule Technologies Corp.: Board approved and adopted a new Code of Ethics and Conduct applicable to all employees, officers and directors on March 14, 2024 (effective 2024-03-14).

“In connection with the Closing, on March 14, 2024, the board of directors of the Company approved and adopted a new Code of Ethics and Conduct applicable to all employees, officers and directors of the Company.”

AirJoule Technologies Corp.: Board approved and adopted Amended and Restated Bylaws effective immediately prior to completion of the Business Combination on March 14, 2024 (effective 2024-03-14).

“On March 14, 2024, the Board approved and adopted the Amended and Restated Bylaws of Montana (the “Bylaws”), which became effective immediately prior to the completion of the Business Combination.”

AirJoule Technologies Corp.: Amended and restated certificate of incorporation became effective upon filing with Delaware Secretary of State on March 15, 2024 (effective 2024-03-15).

“The Second Amended and Restated Certificate of Incorporation of the Post-Combination Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on March 15, 2024, includes the amendments proposed by the Charter Proposal.”

Brand Engagement Network Inc.: BEN ceased being a shell company as a result of the Business Combination.

“As a result of the Business Combination, BEN ceased being a shell company.”

Remitly Global, Inc.: Amended and restated bylaws regarding information requirements for proposing stockholder in director nominations and other business proposals (effective 2024-03-19).

“On March 19, 2024, the Board of Directors of Remitly Global, Inc. (the “Company”) amended and restated the Company’s bylaws with respect to the information requirements for the proposing stockholder in the nomination of directors and the proposal of other business.”

Bank7 Corp.: Adopted Second Amended and Restated Bylaws addressing Universal Proxy Rules requirements (effective 2024-03-20).

“On March 20, 2024, the Board of Bank7 Corp. (the “Company”) adopted and approved the Company’s Second Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”), effective immediately.”

Adverum Biotechnologies, Inc.: Amended certificate of incorporation to effectuate a 1-for-10 reverse stock split (effective 2024-03-21).

“On March 20, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split effective as of 12:01 a.m. Eastern time on March 21, 2024”