Governance Changes

TherapeuticsMD, Inc.: An amendment to the bylaws was adopted to opt out of Nevada's control share acquisition statutes with respect to the Subscription Agreement and related transactions (effective 2023-06-29).

“Amendment to the Bylaws Effective June 29, 2023, the Board of Directors of the Company adopted and approved an amendment to the Bylaws of the Company, as previously amended (the “Bylaw Amendment”), to render the provisions of Nevada’s acquisition of controlling interest statutes (NRS 78.378 through 78.3793, inclusive) not applicable to the Subscription Agreement, the acquisition of any shares of the Company’s capital stock thereunder or the consummation of any transactions contemplated thereby, or by the other documents, instruments and arrangements contemplated by the Subscription Agreement.”

Qomolangma Acquisition Corp.: Certificate of incorporation amended to extend the deadline for consummating a business combination from July 4, 2023 to August 4, 2023, with ability to further extend monthly up to twelve times until August 4, 2024 (effective 2023-07-04).

“As approved by its stockholders at the Special Meeting, QOMO filed a certificate of amendment to its amended and restated certificate of incorporation (the “ Charter Amendment ”) which became effective upon filing. The Charter Amendment changed the date by which QOMO must consummate an initial business combination from July 4, 2023 to August 4, 2023, with the ability to further extend the deadline on a monthly basis up to twelve times from July 4, 2023 to August 4, 2024.”

Frontier Investment Corp: Shareholders approved amendments to the Articles of Association to extend the business combination deadline until July 6, 2024, remove the limitation on redemptions that would cause net tangible assets to fall below $5,000,001, and allow Class B share conversion into Class A shares at any time befor (effective 2023-06-29).

“At the Special Meeting, the shareholders of the Company approved a special resolution to the Articles of Association to extend the time to consummate a business combination until July 06, 2024.”

Artemis Strategic Investment Corp: Stockholders approved an amendment to the charter to provide holders of Class B common stock the right to convert their shares into Class A common stock on a one-for-one basis at any time prior to closing of a business combination at the holder's election (effective 2023-06-29).

“The Company's shareholders also approved a proposal (the "Founder Share Amendment Proposal") to provide for the right of a holder of the Company's Class B common stock, par value $0.0001 per share, to convert such shares into Class A common stock, par value $0.0001 per share, on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder.”

Artemis Strategic Investment Corp: Stockholders approved an amendment to the charter to eliminate the limitation that the Company may not redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001 and the limitation that the Company shall not consummate a business combination unless net tangible (effective 2023-06-29).

“The Company's shareholders also approved a proposal (the "Redemption Limitation Amendment Proposal") to amend the Charter to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company's net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination.”

Artemis Strategic Investment Corp: Stockholders approved an amendment to the third amended and restated certificate of incorporation to extend the deadline for the initial business combination from July 4, 2023 to October 4, 2023, with the ability for the Board to further extend in one-month increments up to nine months total (to Apr (effective 2023-06-29).

“stockholders approved a proposal to amend the Company's third amended and restated certificate of incorporation (the "Charter") to provide the Company with the right to extend the date by which the Company must consummate its initial business combination (the "Extension"), from July 4, 2023 to October 4, 2023 (the "Extended Date"), and to allow the Company, without another stockholder vote, by resolution of the Board, to elect to further extend the Extended Date in one-month increments up to six additional times, or a total of up to nine months total, up to April 4, 2024 (the "Extension Amendment Proposal").”

Cartica Acquisition Corp: Amended amended and restated memorandum and articles of association to extend business combination deadline from July 7, 2023 to April 7, 2024 (effective 2023-06-30).

“On June 30, 2023, the Company held an extraordinary general meeting in lieu of an annual meeting (the “Meeting”) to amend the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”) to extend the date by which the Company has to consummate a business combination from July 7, 2023 to April 7, 2024 (the “Extension Amendment Proposal”)”

Abacus Global Management, Inc.: Company ceased to be a shell company as a result of the business combination.

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

Abacus Global Management, Inc.: Adopted a new Code of Business Conduct and Ethics (effective 2023-06-30).

“on June 30, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company”

Abacus Global Management, Inc.: Amended and restated bylaws effective upon closing of business combination.

“and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing”

Abacus Global Management, Inc.: Amended and restated certificate of incorporation effective upon closing of business combination.

“On the Closing Date, in connection with the consummation of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing (the “A&R Charter”)”

Valion Bio, Inc.: Amended Bylaws to incorporate Rule 14a-19 requirements and reduce quorum threshold to one-third (effective 2023-07-05).

“On July 5, 2023, Tivic Health Systems, Inc. (the “Company”) amended its Amended and Restated Bylaws (the “Bylaws”) to (i) revise Article II, Section 2.5 of the Bylaws to incorporate those requirements set forth in Rule 14a-19 of the Securities Exchange Act of 1934, as amended, as recently implemented by the SEC; and (ii) to revise Article II, Section 2.8 of the Bylaws to decrease the quorum threshold necessary to conduct business at stockholder meetings of the Company to one-third of the capital stock issued and outstanding and entitled to vote at the meeting.”

Aphoenity International Holdings Inc.: Amended Articles of Incorporation to increase authorized share capital from prior amount to 1,000,000,000 shares of Common Stock (effective 2023-06-28).

“As a result of the acquisition described in Item 1 above, on June 28, 2023, the Company has completed the amendment of its Articles of Incorporation and increase the authorized share capital to one billion (1,000,000,000) shares of the Common Stock to facilitate the issuance of new stocks.”

T2 Biosystems, Inc.: Filed Series B Certificate of Designation establishing rights, preferences and limitations of Series B Convertible Preferred Stock, including conversion and dividend rights (effective 2023-07-03).

“On July 3, 2023 in connection with the Exchange and the planned issuance of shares of Series B Preferred pursuant to the Exchange, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “ Series B Certificate of Designation ”).”

T2 Biosystems, Inc.: Filed Series A Certificate of Designation establishing preferences, rights and limitations of Series A Preferred Stock, including voting rights on Reverse Stock Split Proposal (effective 2023-07-05).

“On July 5, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “ Series A Certificate of Designation ”) with the Secretary of State of the State of Delaware pursuant to the Series A Purchase Agreement.”

22nd Century Group, Inc.: Effected a 1-for-15 reverse stock split of common stock to comply with NASDAQ continued listing standard, effective July 5, 2023 (effective 2023-07-05).

“On June 30, 2023, 22nd Century Group, Inc. (the “Company”) filed a Certificate of Change (the “Certificate”) pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 with the Secretary of State of the State of Nevada authorizing a 1-for-15 reverse stock split of the Company’s (a) authorized shares of common stock; and (b) issued and outstanding shares of common stock (the “Reverse Stock Split”).”

PROFIRE ENERGY INC: Amended and restated Code of Ethics and Business Conduct to provide that the most senior accounting and finance manager reporting to the CFO will serve as chief compliance officer if no specific designation; also administrative changes (effective 2023-06-29).

“On June 29, 2023, the Board of Directors of Profire Energy, Inc. (the “Company”) amended and restated the Company’s Code of Ethics and Business Conduct (the “Restated Code”). The Restated Code applies to directors, officers and employees. The revisions contained in the Restated Code were made, among other things, to (i) provide that the most senior accounting and finance manager reporting to the Chief Financial Officer will serve as the chief compliance officer if at any time the Company has not specifically designated a chief compliance officer and (ii) effect administrative, stylistic and typographical changes.”

InnovaQor, Inc.: Increased authorized common stock from 325,000,000 to 2,000,000,000 shares (effective 2023-06-29).

“On June 29, 2023, InnovaQor, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to increase the Company’s authorized common stock from 325,000,000 to 2,000,000,000 shares.”

RiceBran Technologies: Approved and filed Certificate of Determination creating Series H Junior Participating Preferred Stock.

“In connection with the adoption of the Rights Agreement, the Board approved a Certificate of Determination of Series H Junior Participating Preferred Stock (the “ Certificate of Determination ”). The Certificate of Determination was filed with the Secretary of State of the State of California.”

US XPRESS ENTERPRISES INC: Both the articles of incorporation and bylaws were amended and restated in their entirety.

“Pursuant to the Merger Agreement, at the Effective Time, U.S. Xpress’ then existing articles of incorporation and bylaws were each amended and restated in their entirety.”

US XPRESS ENTERPRISES INC: U.S. Xpress' articles of incorporation were amended on July 1, 2023 (effective 2023-07-01).

“Pursuant to the Merger Agreement, at 12:01 a.m. Eastern Daylight Time on July 1, 2023, U.S. Xpress’ then existing articles of incorporation were amended.”

FTAI Infrastructure Inc.: Amended the Certificate of Designations for Series A Preferred Stock to increase the aggregate principal amount of outstanding indebtedness that the Company and its subsidiaries may incur (effective 2023-07-05).

“On June 27, 2023, the Company’s board of directors approved a Certificate of Amendment (the “Amendment”) to the Certificate of Designations for its Series A Preferred Stock (the “Certificate of Designations”), which amends certain provisions of the Certificate of Designations to increase the aggregate principal amount of outstanding indebtedness that the Company and its subsidiaries may incur in order to facilitate the issuance of the Additional Notes, subject to obtaining the prior affirmative vote or consent of the Majority Holders (as defined in the Certificate of Designations) to such Amendment.”

Diversey Holdings, Ltd.: The company's memorandum and articles of association were amended and restated in connection with the merger.

“Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Memorandum and Articles of Association of the Company were amended and restated to be in the form of the Amended and Restated Memorandum and Articles of Association of the Company attached as Exhibit 3.1 hereto, which is incorporated herein by reference.”

Kodiak Gas Services, Inc.: Adoption of Amended and Restated Bylaws effective June 28, 2023 (effective 2023-06-28).

“On June 28, 2023, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), substantially in the form previously filed as Exhibit 3.5 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “Bylaws”), substantially in the form previously filed as Exhibit 3.6 to the Registration Statement, each became effective.”

Kodiak Gas Services, Inc.: Adoption of Amended and Restated Certificate of Incorporation effective June 28, 2023, authorizing 750,000,000 shares of Common Stock and 50,000,000 shares of preferred stock (effective 2023-06-28).

“On June 28, 2023, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), substantially in the form previously filed as Exhibit 3.5 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “Bylaws”), substantially in the form previously filed as Exhibit 3.6 to the Registration Statement, each became effective.”

Baudax Bio, Inc.: Filed Certificate of Designation for Series X Non-Voting Convertible Preferred Stock (effective 2023-07-03).

“On the Effective Date, Baudax Bio filed a Certificate of Designation of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware”

BIOTRICITY INC.: Effected a 1-for-6 reverse stock split via Certificate of Amendment to Amended and Restated Articles of Incorporation (effective 2023-07-03).

“On June 29, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation to effect a one-for-six (1-for-6) reverse split (the “Reverse Split”). The Reverse Split became effective on July 3, 2023.”

INTENSITY THERAPEUTICS, INC.: Adopted amended and restated Bylaws effective upon closing of the Offering (effective 2023-07-05).

“In connection with the closing of the Offering, effective as of July 5, 2023, the Company adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”).”

INTENSITY THERAPEUTICS, INC.: Filed Sixth Amended and Restated Certificate of Incorporation in connection with closing of the initial public offering (effective 2023-06-30).

“In connection with the closing of the Offering, on June 30, 2023, the Company filed its Sixth Amended and Restated Certificate of Incorporation (the “ Sixth Amended and Restated Charter ”).”

Talis Biomedical Corp: Filed a certificate of amendment to effect a 1-for-15 reverse stock split of common stock (effective 2023-07-05).

“On June 30, 2023, Talis Biomedical Corporation (the “Company”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023”

Athene Holding Ltd.: Adopted Fifteenth Amended and Restated Bye-laws to reflect definitional changes related to the ACRA 2 Framework Agreement (effective 2023-07-01).

“the Company amended and restated its bye-laws by adopting the Fifteenth Amended and Restated Bye-laws of the Company (the “Fifteenth Amended and Restated Bye-laws”), effective as of July 1, 2023, to reflect definitional changes required in connection with the entrance by the Company and its subsidiaries, as applicable, into the ACRA 2 Framework Agreement and related transaction documents.”

Nutex Health Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to add a provision exculpating certain officers from liability as permitted by Delaware law (effective 2023-06-29).

“add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law.”

Nutex Health Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 900,000,000 to 950,000,000 (effective 2023-06-29).

“increase the number of authorized shares of our common stock from 900,000,000 to 950,000,000; and”

EPAM Systems, Inc.: Increased maximum number of directors from nine to ten (effective 2023-06-28).

“The amendment and restatement to the bylaws changes Section 3.02 to increase the maximum number of directors on the Board from nine to ten.”

COMMUNITY FINANCIAL CORP /MD/: TCFC's articles of incorporation and bylaws ceased to be in effect by operation of law due to the merger.

“Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Amended and Restated Articles of Incorporation of TCFC and the Amended and Restated Bylaws of TCFC ceased to be in effect by operation of law.”

COMMUNITY FINANCIAL CORP /MD/: SHBI amended its bylaws to provide for the position of Vice Chairman of the SHBI Board and set forth the duties and responsibilities.

“Effective immediately prior to the Effective Time, SHBI’s Amended and Restated By-Laws were amended to provide for the position of Vice Chairman of the SHBI Board and set forth the duties and responsibilities of the Vice Chairman of the SHBI Board.”

COMMUNITY FINANCIAL CORP /MD/: SHBI amended its articles of incorporation to increase authorized shares from 35,000,000 to 50,000,000 (effective 2023-07-01).

“SHBI filed Articles of Amendment with the Maryland State Department of Assessments and Taxation for the purposes of amending its Amended and Restated Articles of Incorporation to increase the number of authorized shares of SHBI Common Stock from 35,000,000 to 50,000,000 (the “ Articles of Amendment ”). The Articles of Amendment became effective on July 1, 2023, immediately prior to the Effective Time.”

MICROSOFT CORP: Amended bylaws to require white proxy card color, clarify meeting chair authority, implement director nomination procedural requirements, clarify stockholder list requirements, and make other non-substantive changes (effective 2023-07-01).

“The Board of Directors of Microsoft Corporation (the “Company”) amended the Company’s Bylaws, effective July 1, 2023. The amendments (1) in Section 1.2, require any person soliciting proxies from stockholders to use a proxy card color other than white, (2) in Section 1.12, clarify a meeting Chair’s authority to determine the validity of nominations or submission of other matters, (3) in Section 1.13, implement procedural and other requirements for director nominations, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, (4) in Section 6.1, clarify requirements regarding stockholder lists, and (5) include certain other conforming, technical, and non-substantive changes.”

Fortrea Holdings Inc.: Amended and Restated Bylaws became effective (effective 2023-06-29).

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Distribution, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation (“Amended Charter”). On June 29, 2023, the Amended Charter and Amended and Restated Bylaws (the “Amended Bylaws”), each of which was previously approved by the Board, Labcorp’s board of directors and by Labcorp as the Company’s sole member, became effective.”

Fortrea Holdings Inc.: Amended and Restated Certificate of Incorporation became effective (effective 2023-06-29).

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Distribution, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation (“Amended Charter”). On June 29, 2023, the Amended Charter and Amended and Restated Bylaws (the “Amended Bylaws”), each of which was previously approved by the Board, Labcorp’s board of directors and by Labcorp as the Company’s sole member, became effective.”

McEwen Inc.: Increased authorized preferred shares from 2 to 10,000,000 and total authorized shares accordingly (effective 2023-06-30).

“the Company filed with the Secretary of State of the State of Colorado Articles of Amendment to the Second Amended and Restated Articles of Incorporation that served to effect the Increase in Authorized Preferred Capital Amendment”

Savers Value Village, Inc.: Amended and restated bylaws in connection with initial public offering (effective 2023-06-28).

“The Company also amended and restated its bylaws (the “ A&R Bylaws ”), effective as of June 28, 2023.”

Savers Value Village, Inc.: Amended and restated certificate of incorporation in connection with initial public offering (effective 2023-06-29).

“the Company filed an amended and restated certificate of incorporation (the “ A&R Charter ”) with the Secretary of State of the State of Delaware on June 29, 2023.”

Blue World Acquisition Corp: Amended charter to extend business combination deadline to July 2, 2023, with up to nine monthly extensions to April 2, 2024 (effective 2023-07-02).

“which provides that the Company has until July 2, 2023 to complete a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional Monthly Extension, for a total of up to nine months to April 2, 2024.”

Roth CH Acquisition Co.: Shareholders approved an amendment to the Company's Amended and Restated Memorandum and Articles of Association to extend the deadline for completing a business combination monthly up to 16 times, from June 29, 2023 to October 29, 2024 (effective 2023-06-28).

“On June 28, 2023, at the Extraordinary General Meeting, shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “ Memorandum ”) giving the Company the right to extend the deadline by which the Company must complete its business combination (the “ Business Combination Period ”) monthly up to 16 times, from June 29, 2023 (the “Termination Date”) up to October 29, 2024 (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering (the (the “ Extended Date” ) A copy of this amendment is filed as Exhibit 3.1 hereto and is incorporated by reference herein. 4”

Rose Hill Acquisition Corp: Amended Articles of Association to extend the deadline for initial business combination from July 18, 2023 to January 18, 2024 (effective 2023-06-29).

“The shareholders approved the proposal, as a special resolution, to amend the Articles to extend the date by which the Company must complete its initial business combination from July 18, 2023, to January 18, 2024.”

Aquaron Acquisition Corp.: Amendment to extend the Business Combination Period from July 6, 2023 to October 6, 2023, with options to further extend to January 6, 2024 and then monthly up to May 6, 2024 (effective 2023-06-29).

“Aquaron filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 29, 2023 (the “ Charter Amendment ”), giving the Company the right to extend the Business Combination Period from July 6, 2023 to October 6, 2023, plus an option for the Company to further extend such date to January 6, 2024, and then on a monthly basis up to four times from January 6, 2024 to May 6, 2024”

Marblegate Acquisition Corp.: Extended deadline to consummate business combination from July 5, 2023 to January 5, 2024 via Extension Amendment to certificate of incorporation (effective 2023-06-27).

“On June 27, 2023, Marblegate Acquisition Corp. (the “ Company ”) filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Extension Amendment ”).”

ConvexityShares Trust: Amended Trust Agreement executed, establishing Teucrium as sponsor and making clarifying amendments (effective 2023-07-03).

“Effective July 3, 2023, Teucrium and the Trustee executed the Amended Trust Agreement. The Amended Trust Agreement establishes Teucrium as the Trust’s sponsor, and contains other clarifying amendments.”

RYTHM, Inc.: Effected a 1-for-20 reverse stock split of common stock via Certificate of Change (effective 2023-07-05).

“On June 30, 2023, Agrify Corporation (the “Company”) filed with the Secretary of State of the State of Nevada a Certificate of Change (the “Certificate of Change”) to effect a 1-for-20 reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in which each twenty (20) shares of Common Stock issued and outstanding will be combined and converted into one share of Common Stock (the “Reverse Stock Split”). The Reverse Stock Split will be effective as of 12:01 a.m. Eastern Time on July 5, 2023 (the “Effective Date”).”