Governance Changes

California Resources Corp: Amendment to Certificate of Incorporation to permit officer exculpation for direct claims for breach of fiduciary duty of care, as permitted by Delaware law (effective 2023-05-01).

“On April 28, 2023, the stockholders approved an amendment of the Company's Certificate of Incorporation, and the amendment was filed with the office of the Secretary of State of Delaware on May 1, 2023 and became effective upon filing. The amendment was adopted to reflect new Delaware law provisions regarding officer exculpation.”

LGI Homes, Inc.: Amended Certificate of Incorporation to provide for exculpation of certain officers from personal liability under certain circumstances as permitted by Delaware law (effective 2023-04-28).

“Effective April 28, 2023, LGI Homes, Inc. (the “Company”) amended the Certificate of Incorporation of the Company (the “Certificate of Incorporation”) to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as permitted by Delaware law (the “Amendment”).”

ESPORTS ENTERTAINMENT GROUP, INC.: Filed a certificate of designation for Series C Convertible Preferred Stock, amending the powers, designations, preferences and other rights of preferred stock (effective 2023-04-28).

“On April 28, 2023, the Company filed a certificate of designation (the “Series C Certificate of Designations”), with the Secretary of State of the State of Nevada regarding the Company’s shares of preferred stock, par value $0.001 per share, designated as Series C Convertible Preferred Stock, to amend certain powers, designations, preferences and other rights set forth therein.”

IVERIC bio, Inc.: Added a forum selection provision to the Amended and Restated Bylaws specifying exclusive forum for certain internal corporate claims (effective 2023-04-28).

“On April 28, 2023, the Board approved an amendment to the Company’s existing Amended and Restated Bylaws (the “ Bylaws ”) to add a new Article V, Section 9 forum selection provision (the “ Forum Selection Amendment ”).”

LIMESTONE BANCORP, INC.: Due to the holding company merger, the company ceased to exist, its articles of incorporation and bylaws ceased to be in effect, and PEBO's articles and regulations remained as the surviving corporation.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03. At the effective time of the Holding Company Merger, the Company ceased to exist and PEBO continued as the surviving corporation. The Articles of Incorporation of PEBO and the Regulations of PEBO, as amended and in effect immediately prior to the effective time of the Holding Company Merger, remained, as amended, the Articles of Incorporation and Regulations of PEBO as the surviving corporation in the Holding Company Merger. Consequently, the articles of incorporation and bylaws of the Company ceased to be in effect upon completion of the Holding Company merger.”

WEBSTER FINANCIAL CORP: Filed an amendment to the Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by recent DGCL amendments (effective 2023-04-28).

“On April 28, 2023, Webster Financial Corporation (the “ Company ”) filed an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “ Amendment ”) with the Secretary of State of the State of Delaware, which became effective upon filing.”

Parker-Hannifin Corp: Amended and restated Regulations to update procedural mechanics for shareholder nominations, conduct of meetings, and proxy card color in accordance with new universal proxy rules (effective 2023-04-27).

“On April 27, 2023, the Board of Directors (the “Board”) of Parker-Hannifin Corporation (the “Company”) amended and restated the Company’s Regulations (as amended and restated, the “Amended and Restated Regulations”), which became effective immediately upon adoption. The Board adopted the Amended and Restated Regulations primarily to update certain procedural requirements in accordance with the new universal proxy rules adopted by the Securities and Exchange Commission (the “SEC”). Specifically, in addition to other ministerial changes, the Amended and Restated Regulations: a. update certain procedural mechanics and disclosure requirements for shareholder nominations of directors and submissions of proposals for other business made in connection with annual and special meetings of shareholders, including to address rules related to the use of universal proxy cards adopted by the SEC under new Rule 14a-19; b. update certain procedural mechanics related to the conduct of business at any m”

AMERICAN ELECTRIC POWER CO INC: Eliminated supermajority voting provisions from the Bylaws (effective 2023-04-25).

“Effective April 25, 2023, the Board of Directors (the "Board") and shareholders of American Electric Power Company, Inc. (the “Company”) amended the Company’s Bylaws to eliminate the supermajority voting provisions.”

REVVITY, INC.: Board of directors approved an amendment and restatement of the bylaws to, among other updates, reflect the name change, effective April 26, 2023 (effective 2023-04-26).

“In connection with the Name Change, the board of directors of the Company approved an amendment and restatement of the Company’s Amended and Restated By-laws (prior to such amendment and restatement, the “Prior By-laws”) to, among other updates, reflect the Name Change (as amended and restated, the “Amended and Restated By-laws”) effective as of April 26, 2023.”

REVVITY, INC.: Company amended its restated articles of organization to change its name from 'PerkinElmer, Inc.' to 'Revvity, Inc.' effective April 26, 2023 (effective 2023-04-26).

“Following the approval of the Company’s shareholders and effective as of April 26, 2023, the Company amended its restated articles of organization, as amended, to effect a change of the Company’s name from “PerkinElmer, Inc.” to “Revvity, Inc.” (the “Name Change”).”

WESTAMERICA BANCORPORATION: Amended and restated bylaws to permit electronic meetings, revise advance notice requirements, address universal proxy rules, and other updates (effective 2023-04-27).

“On April 27, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the California General Corporation Law (the “CGCL”), and a periodic review of the bylaws of Westamerica Bancorporation (the “Company”), the Company’s board of directors (the “Board”) approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), which became immediately effective.”

CHURCH & DWIGHT CO INC /DE/: Amended and restated By-laws to update stockholder list, record dates, electronic communications, meeting procedures, and make clarifying changes (effective 2023-04-27).

“On April 27, 2023, the Company amended and restated the Company’s By-laws (the “By-laws”). The amendments to the By-laws, among other things, (i) add new Section 13 of Article II with respect to stockholder lists, (ii) revise Article II and Article VIII of the By-laws with respect to stockholder record dates, (iii) update the provisions in Article II, Article III, Article V, and Article VI of the By-laws with respect to electronic communications, notices, books and records, and meetings, (iv) revise the provisions in Article II with respect to stockholder meeting procedures and voting, and (v) make certain other clarifying changes.”

Liberty Resources Acquisition Corp.: Extended the deadline to consummate a business combination up to 9 one-month extensions (effective 2023-04-27).

“On April 27, 2023, the Company filed the Charter Amendment with the Delaware Secretary of State.”

AltEnergy Acquisition Corp: Filed amendment to extend date to consummate initial business combination from May 2, 2023 to May 2, 2024 (effective 2023-04-28).

“On April 28, 2023, to effectuate the Extension, the Company filed the Amendment with the Secretary of State of the State of Delaware.”

Pyrophyte Acquisition Corp.: Shareholders approved amendments to the Charter to extend business combination deadline to April 29, 2024, add liquidation election, eliminate redemption limitation, and allow founder share conversion (effective 2023-04-24).

“On April 24, 2023, the Company adopted the amendments to the Charter, effective the same day.”

GeneDx Holdings Corp.: Certificate of Amendment to effect a 1-for-33 reverse stock split of Class A Common Stock, approved by board on April 24, 2023 and filed on April 28, 2023 (effective 2023-05-04).

“On April 28, 2023, the Company filed a Certificate of Amendment (the “Reverse Stock Split Certificate of Amendment”) to the Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of May 4, 2023.”

PMV Pharmaceuticals, Inc.: Amended and restated bylaws to update advance notice procedures, conform to DGCL amendments, and make ministerial changes (effective 2023-06-08).

“to be effective on June 8, 2023, the date of the Company’s 2023 annual meeting of stockholders.”

Purple Innovation, Inc.: Amended and restated bylaws in their entirety, including changes referencing the Lead Independent Director Charter (effective 2023-04-27).

“Pursuant to the Cooperation Agreement, on April 27, 2023, the Company amended and restated its bylaws in their entirety.”

Purple Innovation, Inc.: Certificate of Elimination filed for Proportional Representation Preferred Linked Stock, eliminating the designation and returning shares to authorized but unissued preferred stock (effective 2023-04-27).

“On the same date, the Company filed with the Secretary of State for the State of Delaware a Certificate of Elimination eliminating from its Second Amended and Restated Certificate of Incorporation, as amended, the designation of certain shares of its preferred stock as PRPLS.”

Purple Innovation, Inc.: Certificate of Elimination filed for Series A Junior Participating Preferred Stock, eliminating the designation and returning shares to authorized but unissued preferred stock (effective 2023-04-27).

“On the same date, the Company filed with the Secretary of State for the State of Delaware a Certificate of Elimination eliminating from its Second Amended and Restated Certificate of Incorporation, as amended, the designation of certain shares of its preferred stock as Series A Junior Participating Preferred Stock, which had been designated for potential use in connection with the Stockholder Rights Agreement.”

Vislink Technologies, Inc.: Amended Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2023-04-27).

“On April 27, 2023, the Company filed a Certificate of Amendment to amend its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.”

Akebia Therapeutics, Inc.: Board approved amendment and restatement of bylaws, eliminating stockholder list availability requirement at meeting, addressing remote meeting adjournment due to technical failure, and revising procedural mechanics under universal proxy rules (effective 2023-04-27).

“On April 27, 2023, the Board of Directors (the “Board”) of Akebia Therapeutics, Inc. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Second Amended and Restated Bylaws”), effective immediately.”

KBS Real Estate Investment Trust II, Inc.: Filed articles of dissolution to effectuate plan of complete liquidation and dissolution (effective 2023-04-24).

“On April 24, 2023, the Company filed articles of dissolution (the “Articles of Dissolution”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) pursuant to the Company’s plan of complete liquidation and dissolution (the “Plan of Liquidation”). The Plan of Liquidation was approved by the Company’s board of directors on November 13, 2019, subject to stockholder approval, and was approved by the Company’s stockholders on March 5, 2020. The Articles of Dissolution became effective upon their acceptance for record by the SDAT on April 24, 2023 (the “Effective Date”).”

FS KKR Capital Corp: Amended Code of Business Conduct and Ethics to adjust inflation limits on entertainment and require a specific app for business text messages (effective 2023-04-25).

“On April 25, 2023, the Board of Directors of FS KKR Capital Corp. (the “Company”) amended the Company’s Code of Business Conduct and Ethics (as amended, the “Code”). The Code has been amended to adjust for inflation the dollar-value limits placed on receiving entertainment from, and providing entertainment to, certain persons or entities that have business relationships with the Company. The Code also has been amended to require that employees use a specific application for all business communications sent via text message.”

Authentic Holdings, Inc.: Board of Directors created Series C Preferred Stock, filed Certificate of Designation with Nevada Secretary of State (effective 2023-04-27).

“On April 26, 2023, our Board of Directors created, out of our available shares of preferred stock, par value $0.001 per share, a series of preferred stock known as "Series C Preferred Stock" consisting of 100,000 shares.”

PLUS THERAPEUTICS, INC.: Amendment to the Amended and Restated Certificate of Incorporation to effect a 1-for-15 reverse stock split of common stock (effective 2023-05-01).

“On April 27, 2023, the Company filed a certificate of amendment to its Charter (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, to implement the 1-for-15 reverse split of its common stock (the “Reverse Stock Split”). The Reverse Stock Split will be effective as of 12:01 a.m. (Eastern time) on May 1, 2023, and the Company’s common stock will begin trading on The Nasdaq Capital Market on a post-split basis on May 1, 2023.”

Jefferies Financial Group Inc.: Filed Certificate of Amendment to establish Series B Non-Voting Convertible Preferred Shares and designate 70,000 preferred shares as Series B Preferred Stock (effective 2023-04-27).

“On April 27, 2023, Jefferies Financial Group Inc. (the “ Company ”) delivered a Certificate of Amendment of the Certificate of Incorporation of the Company (the “ Certificate of Amendment ”) to the Department of State of the State of New York for filing to establish the Series B Non-Voting Convertible Preferred Shares, $1.00 par value per share (the “ Series B Preferred Stock ”), and to designate 70,000 preferred shares as Series B Preferred Stock.”

BALL Corp: Decreased number of directors from twelve to eleven by reducing Class II director positions to three (effective 2023-04-26).

“On April 26, 2023, the Board of Directors of the Company amended the Bylaws to decrease the number of directors from twelve to eleven, by decreasing to three the number of director positions in Class II.”

CAMDEN PROPERTY TRUST: Deleted requirements in advance notice bylaw provisions requiring disclosure of nominating shareholder's plans or proposals for nominations at other public companies and past proposals or nominations at other public companies within 36 months (effective 2023-04-27).

“On April 27, 2023 , Camden Property Trust (the “Company”) adopted the First Amendment (the “First Amendment”) to the Sixth Amended and Restated Bylaws of the Company to delete the requirements in the advance notice bylaw provisions requiring disclosure of the nominating shareholder’s (a) plans or proposals for nominations of directors at other public companies and (b) proposals or nominations submitted by such shareholder at other public companies within the past 36 months.”

NNN REIT, INC.: Fifth Amendment to Bylaws adopted to change company name to NNN REIT, Inc (effective 2023-05-01).

“the Board of Directors of the Company approved the Fifth Amendment to the Third Amended and Restated Bylaws of the Company, which amended Article I, Section I of the Company’s Third Amended and Restated Bylaws to change the name of the Company to NNN REIT, Inc., effective as of May 1, 2023.”

NNN REIT, INC.: Company name changed to NNN REIT, Inc. via Articles of Amendment (effective 2023-05-01).

“The Articles of Amendment change the name of the Company to NNN REIT, Inc., effective as of May 1, 2023.”

PETRO USA, INC.: Ceased to be a shell company after Share Exchange.

“As a result of the Share Exchange, we have ceased to be a shell company.”

OLIN Corp: Decreased the size of the Board from nine to eight directors.

“Olin’s Board of Directors approved an amendment to Article II, Section 1 of Olin’s Bylaws to decrease the size of the Board from nine to eight directors, following the completion of Ms. Heidi Alderman’s term on the Board.”

WELLS FARGO & COMPANY/MN: Amended and restated Code of Ethics and Business Conduct, renamed to Code of Conduct, effective April 28, 2023 (effective 2023-04-28).

“On April 25, 2023, the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”) approved the amendment and restatement of the Company’s Code of Ethics and Business Conduct, to be effective April 28, 2023, including a change in the name to the Code of Conduct (as amended and restated, the “Code”).”

GEE Group Inc.: Amended Article III, Section 2 of By-Laws to fix number of directors at seven and institute staggered board with three classes (effective 2023-04-27).

“On April 27, 2023, the Board of the Company approved an amendment to Article III, Section 2 of the Amended and Restated By-Laws (“the “ By-Law Amendment ”) of the Company (i) to fix the number of directors at seven (7) directors; and (ii) to institute a staggered Board in accordance with the terms of Section 8.10(e) of the Illinois Business Corporation Act dividing the Board into three classes, each of which shall serve for a term of three years, with only one class of directors being elected in each year.”

DevvStream Corp.: Amended certificate of incorporation to extend business combination deadline and remove redemption limitation on net tangible assets (effective 2023-04-26).

“On April 25, 2023, Focus Impact Acquisition Corp. (the “ Company ”) held a special meeting of stockholders (the “ Extension Meeting ”) to amend the Company’s amended and restated certificate of incorporation to (i) extend the date (the “ Termination Date ”) by which FIAC has to consummate a business combination from May 1, 2023 (the “ Original Termination Date ”) to August 1, 2023 (the “ Charter Extension Date ”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until May 1, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prio”

AGRI-FINTECH HOLDINGS, INC.: Amendment and restatement of Articles of Incorporation to change corporate name to Agri-Fintech Holdings, Inc (effective 2023-04-27).

“On April 27, 2023, holders of a majority of the outstanding voting securities of Tingo, Inc. (the “Company”) approved the amendment and restatement of the Company’s Articles of Incorporation (“Restated Articles”) changing the Company’s corporate name to “Agri-Fintech Holdings, Inc.”

cbdMD, Inc.: Filed Articles of Amendment to effect a 1-for-45 reverse stock split of common stock (effective 2023-04-24).

“On April 24, 2023, cbdMD, Inc. (the “Company”) filed an Articles of Amendment to the Company’s Articles of Incorporation, as amended, with the Secretary of State of the State of North Carolina (the “Articles of Amendment”), which effected, at 12:01 a.m. Eastern Time on April 24, 2023, a one-for-45 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”).”

ZIPRECRUITER, INC.: Amended and restated bylaws to update stockholder meeting procedures, advance notice provisions, universal proxy rules, and other conforming changes (effective 2023-04-23).

“On April 23, 2023, in response to the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the bylaws of the Company, the Company’s board of directors (the “Board”) approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), which became immediately effective.”

LogicMark, Inc.: Filed a certificate of amendment to effect a 1-for-20 reverse stock split of common stock and Series C preferred stock, effective April 21, 2023 (effective 2023-04-21).

“On April 21, 2023, LogicMark, Inc. (the “Company”), acting pursuant to authority received at a special meeting of its stockholders on March 7, 2023 (the “Special Meeting”), filed with the Secretary of State of the State of Delaware (i) a certificate of amendment (the “Charter Amendment”) to its certificate of incorporation, as amended (the “Certificate of Incorporation”), which effected a one-for-twenty reverse stock split (the “Common Stock Reverse Stock Split”) of all of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”); and (ii) a certificate of amendment (the “Series C Certificate of Amendment”) to its Certificate of Designations, Preferences and Rights of Series C Non-Convertible Voting Preferred Stock, as amended (“Series C Certificate of Designations”), which effected a one-for-twenty reverse stock split (the “Series C Reverse Stock Split” and together with the Common Stock Reverse Stock Split, the “Reverse Stock Splits”) of all o”

Marathon Petroleum Corp: Amendment to Restated Certificate of Incorporation to increase the maximum size of the Board of Directors from 12 to 15 directors (effective 2023-04-26).

“On April 26, 2023, at the annual meeting of shareholders (the “2023 Annual Meeting”) of Marathon Petroleum Corporation (the "Company"), the Company's shareholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the maximum size of the Board of Directors, from 12 to 15 directors.”

First Trinity Financial CORP: The Board of Directors approved a waiver of the Code of Conduct for the CEO regarding three loan participation agreements, determining that any possible violation was waived (effective 2023-04-21).

“On April 21, 2023, the Board of Directors (the “Board”) of First Trinity Financial Corporation (the “Company”) approved a waiver of the Company’s Code of Conduct (the “Code”) with respect to certain actions by its Chief Executive Officer, Gregg E. Zahn, which pertained to three loan participation agreements made by him with one of the Company’s mortgage loan originators.”

Bridgewater Bancshares Inc: Approved Second Amended and Restated Bylaws to declassify the board of directors and increase maximum directors from 11 to 15 (effective 2023-04-26).

“The Third Amended and Restated Articles of Incorporation became effective on April 26, 2023 upon filing with the Minnesota Secretary of State.”

Bridgewater Bancshares Inc: Approved Third Amended and Restated Articles of Incorporation to declassify the board of directors and increase maximum directors from 11 to 15 (effective 2023-04-26).

“The Third Amended and Restated Articles of Incorporation became effective on April 26, 2023 upon filing with the Minnesota Secretary of State.”

CAMBER ENERGY, INC.: Amendment to Articles of Incorporation to increase authorized shares of Common Stock from 20,000,000 to 500,000,000 (effective 2023-04-26).

“the amendment to the Company’s articles of incorporation (the “ Articles of Incorporation ”) to increase the number of the Company’s authorized shares of common stock from 20,000,000 to 500,000,000 (the “ Amendment ”) was passed by a majority of the outstanding voting shares. The Amendment was effected by the Company filing a Certificate of Amendment (the “ Certificate ”) pursuant to Nevada Revised Statutes (“ NRS ”) Section 78.209 with the Secretary of State of the State of Nevada on April 26, 2023.”

RGC RESOURCES INC: The Board approved minor technical and administrative revisions to the Company's Code of Ethics (effective 2023-04-24).

“At its meeting on April 24, 2023, the Board of Directors of RGC Resources, Inc. approved minor technical and administrative revisions to the Company's Code of Ethics.”

Good Times Restaurants Inc.: On April 20, 2023, the Board of Directors adopted amended and restated bylaws, effective immediately, which include provisions for remote meetings, modify delivery methods and time requirements for notices and special meetings, and make certain technical, modernizing and clarifying changes (effective 2023-04-20).

“On April 20, 2023, the Board of Directors of Good Times Restaurants Inc. (“ the Board ”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the (“ Amended and Restated Bylaws ”), effective immediately. The Amended and Restated Bylaws, among other things, amend the Company’s prior bylaws as follows: • Include provisions for remote meetings • Modify the delivery methods, amount of time required for notice and required percent of ownership to call a special meeting of the Board • Modify the delivery method and amount of time required for notice of the annual meeting of shareholders • Modify the delivery method and amount of time required to raise new business or nominate directors for the annual meeting of shareholders • Certain other technical, modernizing and clarifying changes”

ShoulderUP Technology Acquisition Corp.: Amended certificate of incorporation to extend business combination deadline from May 19, 2023 to November 19, 2023 (effective 2023-04-21).

“At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from May 19, 2023 to November 19, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering of units).”

Enterprise 4.0 Technology Acquisition Corp: Amended the Amended and Restated Memorandum and Articles of Association to extend the business combination deadline from April 21, 2023 to October 21, 2023 and to provide Class B ordinary shares with one-for-one conversion rights into Class A ordinary shares at any time prior to the initial business (effective 2023-04-21).

“On April 20, 2023, the Company held an extraordinary general meeting of shareholders. At the Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “ Charter Amendment ”) to (i) extend the date by which the Company must consummate its initial Business Combination from April 21, 2023 to October 21, 2023 (or such earlier date as determined by the Board) (the “ Extension Amendment Proposal ”) and (ii) provide for the right of a holder of Class B Ordinary Shares to convert such shares into Class A Ordinary Shares on a one-for-one basis at any time prior to the closing of the Initial Business Combination at the option of a holder of Class B Ordinary Shares (the “ Founder Share Amendment Proposal ”). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on April 21, 2023.”

Kodiak AI, Inc.: Adopted Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2023-04-20).

“Item 5.03. Amendments to Memorandum and Articles of Association. On April 20, 2023, and in connection with the IPO, the Company adopted an Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.”