Governance Changes

Spree Acquisition Corp. 1 Ltd: Amended Amended and Restated Articles to extend the deadline to consummate a business combination from March 20, 2024 to December 20, 2024 (effective 2023-12-21).

“On December 21, 2023, the Company’s shareholders approved an amendment (the “ Extension Amendment ”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “ Amended and Restated Articles ”), which became effective upon approval and will be filed with the Registrar of Companies in the Cayman Islands. The Extension Amendment extends the date by which the Company must consummate its initial business combination from March 20, 2024 to December 20, 2024, or such earlier date as may be determined by the Company’s board of directors.”

Marblegate Acquisition Corp.: Amended certificate of incorporation to extend business combination deadline from January 5, 2024 to October 5, 2024 (effective 2023-12-19).

“On December 19, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Extension Amendment ”). The Extension Amendment extends the date by which the Company must consummate its initial business combination from January 5, 2024 to October 5, 2024, or such earlier date as determined by the Company’s board of directors (the “ Board ”).”

Hanover Bancorp, Inc. /MD: Amended bylaws to permit board of directors to set fiscal year end date by resolution (effective 2023-12-20).

“The Bylaws were amended to make certain changes to the Registrant’s fiscal year, permitting the Board of Directors to set the fiscal year end date by resolution.”

American Bitcoin Corp.: Amended and Restated Certificate of Designations for Series C Preferred Stock filed, modifying Section 5(b) regarding change-of-control automatic redemption/exchange procedures (effective 2023-12-20).

“On December 20, 2023, the Company filed with the Secretary of the State of Delaware an Amended and Restated Certificate of Designations of Preferences, Rights and Limitations of the Series C Preferred Stock (the “Amended Certificate of Designations”).”

LiveVox Holdings, Inc.: Bylaws amended and restated in connection with merger.

“the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.”

LiveVox Holdings, Inc.: Certificate of incorporation amended and restated in connection with merger.

“the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.”

Super League Enterprise, Inc.: Filed Series AAA Certificate of Designation for preferred stock (effective 2023-12-22).

“On December 22, 2023, the Company filed the Series AAA Certificate of Designation (as defined above), designating 5,334 shares of Series AAA Preferred (as defined above) in connection with the Offering (as defined above).”

Presurance Holdings, Inc.: Filed Certificate of Designation designating Series A Preferred Stock, setting preferences and terms, as an amendment to the Second Amended and Restated Certificate of Incorporation (effective 2023-12-20).

“On December 20, 2023, the Company filed the Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Michigan, effective as of such date, designating 1,000 shares of Series A Preferred Stock”

ESPORTS ENTERTAINMENT GROUP, INC.: Filed a Certificate of Change to effect a 1-for-400 reverse stock split and decrease authorized shares from 500 million to 1.25 million (effective 2023-12-21).

“On December 22, 2023, Esports Entertainment Group, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to (i) effect a 1-for-400 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) decrease the number of total authorized shares of Common Stock from 500 million shares to 1.25 million shares.”

Firsthand Technology Value Fund, Inc.: The Board amended and restated the Bylaws to update the exclusive forum provisions so they apply to actions arising under federal law (effective 2023-12-20).

“On and effective December 20, 2023, the Board of Directors of Firsthand Technology Value Fund, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws. The following is a summary of changes effected by adoption of the Amended and Restated Bylaws, which is qualified in its entirety by reference to the Amended and Restated Bylaws filed as Exhibit 3.1 hereto and incorporated by reference. The changes to the Bylaws amend the exclusive forum provisions to provide that it applies to actions arising under federal law.”

KALA BIO, Inc.: Filed Certificate of Designations for Series F Convertible Non-Redeemable Preferred Stock, establishing rights, preferences, and privileges (effective 2023-12-21).

“On December 21, 2023 (the “Filing Date”), the Company filed a Certificate of Designations, Preferences and Rights of Series F Convertible Non-Redeemable Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware with respect to the Series F Preferred Stock.”

PRECISION BIOSCIENCES INC: Amended and restated bylaws to address universal proxy rules, update stockholder nomination and proposal procedures, and make technical changes (effective 2023-12-19).

“On December 19, 2023, the Board of Directors (the “Board”) of Precision BioSciences, Inc. (the “Company”) approved and adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”

Lite Strategy, Inc.: Amended and restated bylaws to align with DGCL, update meeting procedures, director count, removal standard, and gender-neutral terms (effective 2023-12-18).

“On December 18, 2023, the Board of Directors (the Board) of MEI Pharma, Inc. (the Company) approved the Sixth Amended and Restated Bylaws of the Company (the Sixth A&R Bylaws), effective immediately.”

Dime Community Bancshares, Inc. /NY/: Adopted amended and restated bylaws with universal proxy rules, expanded nominee disclosure, Rule 14a-19 compliance, and other technical revisions (effective 2023-12-19).

“On December 19, 2023, the Board of Directors (the “Board”) of Dime Community Bancshares, Inc. (the “Company”) approved amended and restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective as of such date.”

FIRST UNITED CORP/MD/: Increased mandatory director retirement age to 75 (effective 2023-12-20).

“the Board of Directors of First United Corporation (the “Corporation”) amended the Corporation’s Bylaws, as amended and restated on November 17, 2021, to increase the mandatory director retirement age to 75 years of age.”

INTRUSION INC: Amended and restated Bylaws effective December 18, 2023, with changes to name, offices, stockholder meeting provisions, and other topics (effective 2023-12-18).

“On December 18, 2023 , the Board of Directors of Intrusion Inc. (the “Company”) approved by written consent amendments and restatements of the Company’s Bylaws dated September 27, 2023 (the “Prior Bylaws”).”

Nuvera Communications, Inc.: The Board amended Section 2.5 of the Bylaws to set a 60-day maximum between record date and meeting date for regular and special shareholder meetings (effective 2023-12-21).

“On December 21, 2023, the Board of Directors of Nuvera amended Section 2.5 of the Company’s Bylaws to set 60 days as the maximum time between record date and meeting date for regular and special meetings of shareholders.”

MIDWEST HOLDING INC.: Amended and restated certificate of incorporation in connection with merger.

“the Company’s certificate of incorporation and bylaws as in effect immediately prior to the Merger were each amended and restated in their entirety”

Metal Sky Star Acquisition Corp: Shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to allow the company to undertake an initial business combination with a China-based target entity or business (effective 2023-12-21).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual General Meeting, the shareholders approved an amendment to amend Metal Sky Star’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) allow the Company to undertake an initial business combination with an entity or business (“Target Business”), with a physical presence, operation, or other significant ties to China (a “China-based Target”)”

MultiSensor AI Holdings, Inc.: 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.”

MultiSensor AI Holdings, Inc.: Amended and restated bylaws approved and adopted by the board on December 19, 2023, effective upon the Business Combination (effective 2023-12-19).

“On December 19, 2023, the Board approved and adopted the Amended and Restated Bylaws of ICI (the “Bylaws”), which became effective immediately prior to the completion of the Business Combination.”

MultiSensor AI Holdings, Inc.: Amended and restated certificate of incorporation approved and effective December 19, 2023 (effective 2023-12-19).

“The Second Amended and Restated Certificate of Incorporation of ICI (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on December 19, 2023, includes the amendments proposed by the Charter Proposal.”

Target Global Acquisition I Corp.: Amended articles to extend deadline for initial business combination from January 13, 2024 to May 8, 2024, with further monthly extensions possible until December 8, 2024 (effective 2023-12-21).

“At the Shareholders Meeting, the shareholders of the Company also approved to amend the Company’s amended and restated memorandum and articles of association (the “ Articles ”) to extend the date by which the Company has to consummate an initial business combination (the “ Termination Date ”) from January 13, 2024 to May 8, 2024 (the “ Articles Extension Date ”) and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date on a monthly basis for up to seven times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, if requested by Target Global Sponsor Ltd., a Cayman Islands exempted company limited by shares, and upon two calendar days’ advance notice prior to the applicable Termination Date, until December 8, 2024 (each, an “ Additional Articles Extension Date ”), unless the closing of a business combination shall have occurred prior thereto (the “ Extension Amendment P”

Achari Ventures Holdings Corp. I: Stockholders approved the Charter Amendment Proposal to amend the company's certificate of incorporation (effective 2023-12-18).

“On December 18, 2023, the Company held the Special Meeting”

Onconetix, Inc.: Amended bylaws to reflect the name change to Onconetix, Inc (effective 2023-12-15).

“On December 1, 2023, the Board approved the Name Change and an amendment to the Company’s bylaws to reflect the Name Change, effective as of the Closing Date on December 15, 2023. No other changes were made to the bylaws.”

Onconetix, Inc.: Amended articles of incorporation to change company name from Blue Water Biotech, Inc. to Onconetix, Inc (effective 2023-12-15).

“On December 15, 2023, Onconetix filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Delaware Secretary of State (the “ Amendment ”). The Amendment changed the name of Onconetix from “Blue Water Biotech, Inc.” to “Onconetix, Inc.,” effective immediately (the “ Name Change ”).”

Moleculin Biotech, Inc.: The Board adopted the Fourth Amended and Restated Bylaws, including a clarification that matters presented to stockholders (other than director elections) shall be decided by the affirmative vote of a majority of votes cast (excluding abstentions and broker nonvotes) (effective 2023-12-20).

“On December 20, 2023, the Board of Directors of the Company adopted the Fourth Amended and Restated Bylaws of Moleculin Biotech, Inc. (as amended and restated, the “Bylaws”), effective on such date.”

BOLLINGER INNOVATIONS, INC.: Filed Certificate of Amendment to effect a 1-for-100 reverse stock split of common stock (effective 2023-12-21).

“the Company filed a Certificate of Amendment (the “ Amendment ”) to its Second Amended and Restated Certificate of Incorporation (as amended to date, the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware to effect a one-for-one hundred (1-for-100) reverse stock split (the “ Reverse Stock Split ”) of its Common Stock.”

Bank of New York Mellon Corp: Certificate of Elimination filed to remove all matters related to Series D Noncumulative Perpetual Preferred Stock from the Restated Certificate of Incorporation following redemption of all outstanding shares (effective 2023-12-21).

“On December 21, 2023, The Bank of New York Mellon Corporation (the “Registrant”) filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which, effective upon filing, eliminated from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its Series D Noncumulative Perpetual Preferred Stock (the “Series D Preferred Stock”).”

AXON ENTERPRISE, INC.: Amended bylaws to add proxy access, update universal proxy rules, adjust nomination deadlines, add forum selection clauses, and make other administrative changes (effective 2023-12-20).

“On December 20, 2023, the Board of Directors (the "Board") of Axon Enterprise, Inc. (the "Company" or "Axon") adopted and approved amendments (the "Amendments") to the Company's bylaws (the "Bylaws"), which became effective immediately.”

JAKKS PACIFIC INC: Amendment to clarify default voting standard, not substantive (effective 2023-12-16).

“On December 14, 2023, our Board of Directors approved and adopted an amendment (the “Amendment”) to Article I, Section 7 of our Second Amended and Restated By-laws (the “By-laws”), effective December 16, 2023. The Amendment does not make any substantive changes to the By-laws and clarifies the default voting standard used for matters submitted to a shareholder vote.”

EXELIXIS, INC.: Amended and restated Bylaws to update procedural requirements for director nominations, reflect universal proxy rules, revise advance notice deadlines, and make technical changes (effective 2023-12-14).

“On and effective as of December 14, 2023, the Board amended and restated the Company’s Bylaws (the “Revised Bylaws”) to, among other changes: i. Update and expand the procedural and informational requirements for director nominations and other proposals submitted by stockholders under the Company’s “advance notice” provisions, including updates to reflect the SEC’s adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended;”

P&F INDUSTRIES INC: By-laws amended and restated in their entirety upon merger effective time.

“At the effective time of the Merger, the certificate of incorporation of the Company and the by-laws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.”

P&F INDUSTRIES INC: Certificate of incorporation amended and restated in its entirety upon merger effective time.

“At the effective time of the Merger, the certificate of incorporation of the Company and the by-laws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.”

GERMAN AMERICAN BANCORP, INC.: Amended and restated bylaws to establish advance notice procedures for shareholder proposals and director nominations, implement universal proxy rules, and require shareholder proxy cards in a color other than white (effective 2023-12-18).

“On and effective December 18, 2023, the Board of Directors (the “Board”) of German American Bancorp, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”).”

KKR Private Equity Conglomerate LLC: Adopted Third Amended and Restated Limited Liability Company Agreement, updating conversion terms for Class R-S, R-U, R-I shares, removing automatic conversion for Class R-D shares, and changing definition of Company Expenses (effective 2023-12-14).

“On December 14, 2023, the Third Amended and Restated Limited Liability Company Agreement (the "Third A&R LLCA") of the Company was executed, which amended and restated the Company’s Second Amended and Restated Limited Liability Company Agreement, dated as of November 7, 2023. The amendment and restatement effects certain changes, including, among other things, (i) an update to certain conversion terms of the Company’s Class R-S Shares, Class R-U Shares and Class R-I Shares; (ii) the removal of the automatic conversion for Class R-D Shares and (iii) a change in the definition of "Company Expenses."”

KKR Infrastructure Conglomerate LLC: Fifth Amended and Restated Limited Liability Company Agreement executed, amending and restating the Fourth Amended and Restated Limited Liability Company Agreement, updating conversion terms of Class R Shares, Class R-S Shares and Class U Shares and changing the definition of Company Expenses (effective 2023-12-15).

“On December 15, 2023, the Fifth Amended and Restated Limited Liability Company Agreement (the “Fifth A&R LLCA”) of the Company was executed, which amended and restated the Company’s Fourth Amended and Restated Limited Liability Company Agreement, dated as of November 8, 2023.”

DUET Acquisition Corp.: Amended certificate of incorporation to extend the deadline date for business combination, allow at-will conversion of Class B common stock to Class A common stock, and permit board action by written consent (effective 2023-12-19).

“The Stockholders approved the Charter Amendment at the Special Meeting, changing (A) the structure and cost of the Company’s right to extend the Deadline Date”

Kairous Acquisition Corp. Ltd: Amended and restated memorandum and articles of association to extend the business combination deadline up to twelve times from December 16, 2023 to December 16, 2024 (effective 2023-12-15).

“the Company filed the third amended and restated memorandum and articles of association on December 15, 2023 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024.”

Banzai International, Inc.: Company ceased to be a shell company as of the closing of the business combination (effective 2023-12-14).

“the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing”

Banzai International, Inc.: New Code of Business Conduct and Ethics adopted effective December 14, 2023 (effective 2023-12-14).

“on December 14, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics”

Banzai International, Inc.: Amended and restated bylaws adopted in connection with the business combination (effective 2023-12-14).

“amended and restated the Company’s amended and restated bylaws (as amended and restated, the “ A&R Bylaws ”)”

Banzai International, Inc.: Second Amended and Restated Certificate of Incorporation filed in connection with the business combination (effective 2023-12-14).

“the Company filed its Second Amended and Restated Certificate of Incorporation (as amended and restated, the “ A&R Charter ”) with the Secretary of State of the State of Delaware”

Jupiter Acquisition Corp: Amended certificate of incorporation to extend deadline for business combination from December 17, 2023 to June 30, 2024 (effective 2023-12-15).

“On December 15, 2023, Jupiter filed the Charter Amendment with the Secretary of State of the State of Delaware in order to implement the Extension.”

American Bitcoin Corp.: Filed Certificate of Designations designating 3,244 shares of Series C Non-Convertible Preferred Stock with specified preferences, rights and limitations (effective 2023-12-14).

“On December 14, 2023, the Company filed with the Secretary of the State of Delaware a Certificate of Designations of Preferences, Rights and Limitations of the Series C Preferred Stock (the “Certificate of Designations”) designating 3,244 shares as Series C Preferred Stock and designating the preferences, rights and limitations of such shares of Series C Preferred Stock.”

Lemonade, Inc.: On December 14, 2023, the Board approved and adopted amendments to the Company's amended and restated bylaws, effective the same day. The amendments address universal proxy rules, streamline procedural mechanics for stockholder nominations and proposals, require a stockholder soliciting proxies from (effective 2023-12-14).

“On December 14, 2023, the Board of Directors (the “Board”) of Lemonade, Inc., a Delaware public benefit corporation (the “Company”), approved and adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”

Arista Networks, Inc.: Adopted amended and restated bylaws adding proxy access provision for stockholders to include director nominees in proxy materials (effective 2023-12-18).

“On December 18, 2023, the Board of Directors (the “Board”) of Arista Networks, Inc. (the “Company”), acting upon the recommendation of the Board’s Nominating and Corporate Governance Committee, adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective immediately.”

MOSAIC CO: Amended and restated Bylaws to lower share ownership threshold for stockholders to call a special meeting from 25% to 20% (effective 2023-12-15).

“On December 15, 2023, the Board amended and restated the Company’s Bylaws (the “Restated Bylaws”) to lower the share ownership threshold required for stockholders to call a special meeting from 25% to 20%.”

BCB BANCORP INC: Certificate of Amendment filed to add Article V, Part (L) to the Restated Certificate of Incorporation to establish Series J Preferred Stock, setting its number, designation, powers, preferences, rights, and limitations (effective 2023-12-14).

“On December 14, 2023, BCB Bancorp, Inc. (the "Company") filed a Certificate of Amendment to its Restated Certificate of Incorporation adding a new Article V, Part (L) with respect to the Series J Preferred Stock.”

CROWN CASTLE INC.: Amended and restated By-laws removing provisions requiring stockholders to provide certain difficult-to-obtain information for proposals or director nominations (effective 2023-12-19).

“On December 19, 2023, the Board adopted amended and restated By-laws, effective immediately, removing certain provisions in the By-laws that required that stockholders seeking to submit proposals or to nominate director candidates provide the Company with certain information that could be difficult for such stockholders to obtain or provide.”