Governance Changes

Transocean Ltd.: Articles of Association amended to reflect increase in issued share capital to 831,844,900 registered shares with a share capital of CHF 83,184,490.00 following the issuance of Treasury Shares (effective 2023-04-06).

“On April 6, 2023, the Articles of Association of Transocean Ltd. (the “Company”) were amended (as amended, the “Articles of Association”) to reflect changes in the Company’s total issued share capital resulting from the issuance of 34,600,147 shares of the Company (the “Treasury Shares”) to one of the Company’s wholly-owned subsidiaries at par value for a total consideration of CHF 3,460,014.70.”

AGILE THERAPEUTICS INC: Filed Amendment to Certificate of Incorporation to effect a 1-for-50 reverse stock split (effective 2023-04-10).

“On April 10, 2023, the Company filed the Amendment to effect the Reverse Stock Split with the Secretary of State of the State of Delaware, and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 4:00 PM Eastern Time on April 10, 2023 (the “Effective Time”).”

BIOCEPT INC: Filed Certificate of Designation for Series B Preferred Stock, establishing preferences, rights and limitations (effective 2023-04-10).

“On April 10, 2023, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Delaware.”

GRANITE CONSTRUCTION INC: Updated provisions regarding adjournment of shareholder meetings and shareholder list to align with DGCL (effective 2023-04-05).

“2. update provisions regarding the adjournment of shareholder meetings and the list of shareholders entitled to vote at a shareholder meeting, each to align with recent amendments to the Delaware General Corporation Law (“DGCL”);”

GRANITE CONSTRUCTION INC: Updated shareholder proposal resubmission thresholds to align with SEC rules (effective 2023-04-05).

“3. update the levels of shareholder support a proposal must receive to be eligible for resubmission to align with SEC rules;”

GRANITE CONSTRUCTION INC: Designated federal and Delaware state courts as exclusive forums for certain securities and corporate law claims (effective 2023-04-05).

“5. designate the federal district courts of the United States as the exclusive forum, unless the Company consents to the selection of an alternative forum, for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 (the “Federal Forum Provision”); 6. designate the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) as the exclusive forum, unless the Company consents to the selection of an alternative forum, for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a breach of a fiduciary duty owed by any director, officer or other employe”

GRANITE CONSTRUCTION INC: Enhanced disclosure and procedural requirements for shareholder director nominations, including compliance with Rule 14a-19 (effective 2023-04-05).

“1. enhance disclosure and procedural requirements in connection with shareholder director nominations, including by: i. requiring additional background information, disclosures and certifications from nominating shareholders, proposed nominees and their affiliates; ii. requiring any nominating shareholder, proposed nominee and/or their affiliates to represent as to whether they intend to solicit proxies in support of director nominees other than the Board of Directors’ nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934 (the “Exchange Act”); iii. providing that the Company will disregard proxies or votes solicited for such shareholder’s nominees if such shareholder fails to comply with Rule 14a-19; iv. requiring that disclosures in the nominating shareholder’s notice be updated and that the nominating shareholder provide written verification of the information submitted within five business days of the Company’s request; v. requiring that the nominating sh”

Veritas Farms, Inc.: Amended and Restated Articles to increase authorized common stock from 200M to 800M shares and preferred stock from 5M to 20M shares (effective 2023-04-04).

“the Company’s Board of Directors unanimously approved and adopted a resolution seeking stockholder approval to authorize the Board of Directors to amend the Amended and Restated Articles of Incorporation of the Company dated October 13, 2017 (“Amended and Restated Articles”) to increase the number of authorized shares of common stock from 200,000,000 shares to 800,000,000 shares (the “Authorized Common Share Increase Amendment”) and to increase the number of authorized shares of ‘blank check’ preferred stock from 5,000,000 shares to 20,000,000 shares (the “Authorized Preferred Share Increase Amendment”, and collectively with the Authorized Common Share Increase Amendment, the “Authorized Shares Increase Amendment”).”

Rexford Industrial Realty, Inc.: Amended and restated bylaws to address universal proxy rules, enhance stockholder nomination procedures, outline reconvened meeting procedures, and update exclusive forum provision (effective 2023-04-04).

“On April 4, 2023, the Board of Directors (the “Board”) of Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), amended and restated the Company’s bylaws, effective as of April 4, 2023 (as so amended and restated, the “Fifth Amended and Restated Bylaws”), to, among other things: • address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; • enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring additional background information and disclosures regarding proposing stockholders, proposed nominees and business, an”

ONE STOP SYSTEMS, INC.: Amended Bylaws to incorporate Rule 14a-19 requirements and decrease quorum threshold to one-third of voting power (effective 2023-04-07).

“On April 7, 2023, 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 shareholder meetings of the Company to one-third of the voting power of the Company’s capital stock issued and outstanding as of the relevant record date.”

Cineverse Corp.: Filed a Certificate of Designation for Series B Preferred Stock, establishing preferences, rights, and limitations including conversion, dividends, voting, liquidation, transfer restrictions, and redemption provisions (effective 2023-04-03).

“On April 3, 2023, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Delaware.”

RespireRx Pharmaceuticals Inc.: Filed Certificate of Designation for Series I Preferred Stock to amend the certificate of incorporation, setting forth preferences, rights and limitations of the new series (effective 2023-04-03).

“On April 3, 2023, the Company filed a Certificate of Designation, Preferences, Rights and Limitations of its Series I Preferred Stock, also referred to herein as the “Certificate” with the Secretary of State of the State of Delaware to amend the Company’s certificate of incorporation.”

Castellum, Inc.: Filed a Certificate of Amendment to clarify the impact of a 1-for-20 reverse stock split on preferred stock (effective 2023-04-05).

“On April 5, 2023, Castellum, Inc. (the “Company”), filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation (the “Charter Amendment”), with the Secretary of State of Nevada to clarify the impact of the previously announced 1-for-20 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”) on the Company’s preferred stock.”

C5 Acquisition Corp: Extended the deadline to consummate a business combination from April 11, 2023 to December 31, 2023 (effective 2023-04-06).

“The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on April 6, 2023.”

two: Amended Amended and Restated Memorandum and Articles of Association to extend business combination deadline from April 1, 2023 to January 1, 2024 (effective 2023-03-31).

“the Extension Amendment Proposal (as defined below) to amend the Company’s Amended and Restated Memorandum and Articles of Association (“ Charter Amendment ”) was approved. Under Cayman Islands law, the Charter Amendment took effect upon approval of the Extension Amendment Proposal.”

Nocturne Acquisition Corp: Amended the Amended and Restated Memorandum and Articles of Association to extend the deadline to consummate a business combination from April 5, 2023 to October 5, 2023, with board authority to further extend up to three additional months until January 5, 2024 (effective 2023-04-03).

“On April 3, 2023, Nocturne Acquisition Corporation, a special purpose acquisition company incorporated as a Cayman Islands exempted company (the “ Company ”) held an extraordinary general meeting (the “ Meeting ”). 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 extend the date by which the Company must consummate its initial business combination from April 5, 2023 to October 5, 2023, provided that, in the event that the Company has not consummated a business combination by October 5, 2023, the Company’s Board of Directors (the “ Board ”) may, without any approval of the Company’s shareholders, extend the date by which the Company has to consummate a business combination up to three (3) times, each by one additional month (for a total of up to three additional months) until January 5, 2024. The Charter Amendment became effective on April 3, 2023 upon approval by”

TFF Pharmaceuticals, Inc.: Adopted First Amended and Restated Bylaws with universal proxy provisions, majority written consent for stockholder action, and director removal provisions (effective 2023-03-31).

“On March 31, 2023, our Board of Directors approved and adopted our First Amended and Restated Bylaws (“Amended Bylaws”) of the Corporation.”

Universal Gaming Corp: The Company filed a Certificate of Amendment to increase authorized shares of common stock from 200,000,000 to 500,000,000 (effective 2023-03-28).

“On March 28, 2023, Deseo Swimwear Inc. (the “Company”) filed a Certificate of Amendment to its Amended Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of the State of Nevada effecting an increase in the authorized shares of common stock from 200,000,000 to 500,000,000 (the “Corporate Action”).”

Decibel Therapeutics, Inc.: Amended and restated bylaws effective immediately, including changes to stockholder meeting procedures, universal proxy rules, and other updates (effective 2023-04-04).

“On April 4, 2023, the board of directors (the “Board”) of Decibel Therapeutics, Inc. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”

BIOADAPTIVES, INC.: Amended Articles of Incorporation to increase authorized shares of common stock from 750,000,000 to 1,250,000,000 shares and authorize 10,000,000 preferred shares (effective 2023-03-27).

“On March 6, 2023, the Company’s board and a majority of its shareholders approved an amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of its common stock, par value .0001, from 750,000,000 shares to 1,250,000,000 shares of which 10,000,000 may be preferred shares. The increase became effective March 27, 2023.”

First Financial Northwest, Inc.: Decreased the number of directors from eight to seven members (effective 2023-04-04).

“On April 4, 2023, the Company amended its Bylaws to decrease the number of directors from eight to seven members, effective immediately.”

VMWARE LLC: Amended Sections 2.6 and 3.14 of the Bylaws to allow the Board or CEO to designate a person other than the Chairman or CEO to call a meeting of stockholders to order and act as chairperson (effective 2023-04-04).

“On April 4, 2023, the Board of Directors (the "Board") of VMware, Inc. (the "Company") approved an amendment to the Company's Bylaws. In summary, Sections 2.6 and 3.14 of the Bylaws have been amended to enable the Board or the Chief Executive Officer (the “CEO”) to designate a person who is not the Chairman of the Board or the CEO to call a meeting of stockholders to order and to act as chairperson of that meeting.”

HUGOTON ROYALTY TRUST: Modified Article VI, Section 6.08 of the trust indenture to lower minimum capital requirement for a successor trustee to $15 million (effective 2023-04-04).

“On April 4, 2023, upon request of Simmons Bank, as trustee (the “Trustee”) of Hugoton Royalty Trust (the “Trust”) and a unitholder of the Trust, the District Court of Tarrant County, Texas, 236th Judicial District approved an order modifying the third sentence of Article VI, Section 6.08 of the Trust’s indenture so that it permits a successor trustee of the Trust to have capital, surplus and undivided profits of not less than Fifteen Million Dollars ($15,000,000).”

Magnera Corp: Amended Bylaws to provide consistency with the director election standard in the Articles of Incorporation adopted at the November 2022 special meeting of shareholders (effective 2023-04-05).

“On April 5, 2023, the Board amended the Company’s Amended and Restated Bylaws (the “Bylaws”) to provide consistency with the director election standard in the Company’s Articles of Incorporation adopted at the November 2022 special meeting of shareholders.”

United Homes Group, 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.”

United Homes Group, Inc.: Amended and Restated Bylaws adopted effective as of Closing Date.

“On the Closing Date, the Board approved and adopted the Amended and Restated By-laws of the Company (the “ Bylaws ”)”

United Homes Group, Inc.: Amended and Restated Certificate of Incorporation filed following business combination.

“Immediately following the consummation of the Business Combination, the Company filed the Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware, which was approved by the stockholders of the Company at the Special Meeting.”

Quince Therapeutics, Inc.: Board adopted a limited duration stockholder rights plan, declaring a dividend of one preferred share purchase right per common share, effective immediately, expiring April 5, 2024 (effective 2023-04-05).

“its Board of Directors (the “Board”) unanimously approved the adoption of a limited duration stockholder rights plan (the “Rights Plan”) and declared a dividend distribution of one preferred share purchase right on each outstanding share of Quince’s common stock.”

ALKALINE WATER Co INC: Effected a fifteen for one reverse stock split, reducing authorized common stock from 200,000,000 to 13,333,333 shares and issued and outstanding shares from approximately 152,080,692 to 10,138,713 (effective 2023-04-05).

“Effective April 5, 2023, we effected a fifteen for one reverse stock split of our authorized and issued and outstanding shares of common stock.”

Tesla, Inc.: Adopted amendments to Bylaws to add proxy access, update advance notice procedures for universal proxy card Rule 14a-19, and make technical changes (effective 2023-03-30).

“On March 30, 2023, the Board of Directors (the “Board”) of Tesla, Inc. (“Tesla”) adopted amendments to Tesla’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”) in order to: (i) provide stockholders with a proxy access right, (ii) update the procedures and disclosure requirements for director nominations made under Tesla’s existing advance notice requirements to reflect the U.S. Securities and Exchange Commission’s adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iii) make other technical and conforming changes.”

GREENBRIER COMPANIES INC: Amended bylaws to address universal proxy rules, advance notice disclosure requirements, and related provisions for director nominations and shareholder proposals (effective 2023-04-03).

“On April 3, 2023, the Board of Directors (the “ Board ”) of The Greenbrier Companies, Inc. (the “ Company ”) approved and adopted amendments to the Amended and Restated Bylaws of the Company (as so amended, the “ Bylaws ”).”

SPECTRUM PHARMACEUTICALS INC: Amended quorum requirement for stockholder meetings from majority to 33 1/3% of issued and outstanding shares (effective 2023-03-30).

“The Restated Bylaws amended the quorum requirement for the transaction of business at all meetings of stockholders from the holders of a majority, to the holders of 33 1/3%, of the Company’s issued and outstanding shares of stock entitled to vote thereat, present in person or represented by proxy.”

Eightco Holdings Inc.: Amended certificate of incorporation to effect a 1-for-50 reverse stock split and change company name from Cryptyde, Inc. to Eightco Holdings Inc (effective 2023-04-03).

“On April 3, 2023, Eightco Holdings Inc., formerly known as Cryptyde, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of Delaware (1) to effect a 1-for-50 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock (the “Reverse Stock Split”) and (2) to change the name of the Company from “Cryptyde, Inc.” to “Eightco Holdings Inc.” (the “Name Change”).”

Generation Bio Co.: Amended and restated bylaws to eliminate requirement for stockholder list at meeting, address adjournment due to technical failure, authorize emergency bylaws, and revise proxy rules for director nominations (effective 2023-03-31).

“On March 31, 2023, the Board of Directors (the “Board”) of Generation Bio Co. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.”

NetBrands Corp.: Company name changed from Global Diversified Marketing Group Inc. to NetBrands Corp (effective 2023-03-29).

“On March 29, 2023, Global Diversified Marketing Group Inc., a Delaware corporation (the “Company”), filed an Amendment to the Certificate of Incorporation of the Company (the “Amendment”) effecting the change of the Company’s name from “Global Diversified Marketing Group Inc.” to “NetBrands Corp.” (the “New Name”).”

Safehold Inc.: Adopted new code of ethics and business conduct (effective 2023-03-31).

“On March 31, 2023, the Board adopted a new code of ethics and business conduct that applies to the Company’s directors, officers and employees, copies of which are available on the Company’s website at www.safeholdinc.com.”

Safehold Inc.: Amended and restated bylaws to update proxy rules, remote meetings, board size, and other governance provisions.

“the Company amended and restated its bylaws (the “New SAFE Bylaws”), effective as of the Merger Effective Time. The New SAFE Bylaws are similar to the prior bylaws of iStar Inc. in all material respects, except that the New SAFE Bylaws address the universal proxy rules adopted by the SEC, add clarifications for remote meetings of stockholders and modernize language about the size of the board of directors.”

Safehold Inc.: Amended and restated charter to eliminate supermajority voting requirements.

“the Company amended and restated its restated charter (the “New SAFE Charter”), effective as of the Merger Effective Time. The New SAFE Charter is similar to Old SAFE’s charter in all material respects, except that certain supermajority voting requirements have been eliminated.”

Safehold Inc.: Amended charter to effect reverse stock split and change par value of common stock.

“the restated charter of the Company (then known as iStar Inc.) was amended to effect the Reverse Stock Split (the “Reverse Split Charter Amendment”). Immediately after the Reverse Stock Split, the charter was further amended to change the par value of each issued and outstanding share of STAR Common Stock to $0.01 per share of common stock (the “Par Value Charter Amendment”).”

Charlie's Holdings, Inc.: Amendment to Certificate of Designations for Series A Convertible Preferred Stock to add NYSE and NYSE American as listing exchanges triggering automatic conversion and increase Permitted Indebtedness from $2.5M to $6.0M (effective 2023-03-31).

“The Board of Directors and the holders of a majority of the Series A Convertible Preferred Stock of Charlie's Holdings, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Certificate of Designations, Preferences, and Rights of the outstanding shares of Series A Convertible Preferred Stock (the “Certificate of Designations”). The Amendment (i) adds the New York Stock Exchange and the NYSE American markets to the list of national security exchanges that would satisfy the condition in Section 4(b)(i) of the Certificate of Designations which, upon a listing on such exchanges, causes an automatic conversion of the Series A Convertible Preferred Stock into shares of common stock and (ii) increases the amount of Permitted Indebtedness (as defined in the Certificate of Designations) from $2.5 million to an amount not to exceed $6.0 million. The Amendment was effectuated through the filing of the Certificate of Amendment with the Secretary of the State of Nevada on Ma”

NOVAVAX INC: Amended and restated bylaws to reflect changes in DGCL regarding adjourned meetings, stockholder list, and stock certificate signing (effective 2023-03-30).

“Effective March 30, 2023, the Board of Directors (the “Board”) of Novavax, Inc. (the “Company”) adopted the Amended and Restated By-Laws of Novavax, Inc. (the “Amended and Restated By-Laws”) to reflect amendments to the Delaware General Corporation Law (the “DGCL”) regarding notice of adjourned stockholder meetings and eliminating the requirement of having a stockholder list available at a stockholder meeting, which amendments became effective in August 2022.”

Crane NXT, Co.: Amended and restated bylaws to update director nomination procedures, adopt an exclusive forum provision, and make other administrative changes (effective 2023-04-03).

“In addition, on April 3, 2023, the by-laws of Crane NXT were amended and restated (the “Amended and Restated By-laws”), effective as of the Spin-Off.”

Crane NXT, Co.: Changed company name from 'Crane Holdings, Co.' to 'Crane NXT, Co.' via certificate of amendment to the certificate of incorporation (effective 2023-04-03).

“On April 3, 2023, Crane NXT filed a Certificate of Amendment (the “Certificate of Amendment”) to Crane NXT’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which became effective as of immediately following the consummation of the Spin-Off, pursuant to which Crane NXT changed its name from “Crane Holdings, Co.” to “Crane NXT, Co.” (the “Name Change”).”

Crane Co: Board adopted a Code of Business Conduct and Ethics in connection with the Spin-Off.

“In connection with the Spin-Off, the Company Board adopted a Code of Business Conduct and Ethics.”

Crane Co: By-laws amended and restated (effective 2023-03-28).

“the by-laws of the Company were amended and restated (the "Amended and Restated By-Laws")”

Crane Co: Certificate of incorporation amended and restated (effective 2023-03-28).

“Effective as of March 28, 2023, the certificate of incorporation of the Company was amended and restated (the "Amended and Restated Certificate of Incorporation")”

Oak Woods Acquisition Corp: Filed Amended and Restated Memorandum and Articles of Association in connection with IPO (effective 2023-03-27).

“On March 27, 2023 in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association in the Cayman Islands, effective the same day.”

Xilio Therapeutics, Inc.: Adopted Second Amended and Restated Bylaws to amend stockholder meeting procedures, voting list requirements, adjournment procedures, advance notice requirements, proxy card color, eliminate director compensation provision, and make technical and conforming changes (effective 2023-03-28).

“On March 28, 2023, the Board adopted amended and restated bylaws of the Company (as amended and restated, the “Second Amended and Restated Bylaws”), effective immediately”

Next Technology Holding Inc.: Amended provisions on shareholder meetings (time, place, manner) and board composition and meeting procedures (effective 2023-03-29).

“The Bylaw Amendments amended section 1, section 3 and section 11 of Article II as well as section 3 and section 10 of Article III to amend the time, place and manner of shareholder meetings and board composition requirements and procedure of board meetings.”

Next Technology Holding Inc.: Added Article IX permitting shareholder action by written consent without a meeting (effective 2023-03-29).

“The Article of Incorporation Amendments added Article IX preceding the original Article IX of the Articles of Incorporation as the following: IX. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.”