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Re: GrooveMaster post# 881

Wednesday, 03/01/2017 9:20:04 PM

Wednesday, March 01, 2017 9:20:04 PM

Post# of 886

Radical Holdings LP recommended the three director candidates for election and Radical Holdings LP and Radical Investments LP, which are both affiliates of Mark Cuban, authorized or approved the election of these directors by written consent. As of the record date, Radical Holdings LP owned 3,004,486 shares of our common stock, 4,392,286 shares of our Series A Convertible Preferred Stock and 69,726 shares of our Series B Convertible Preferred Stock. As of the record date, Radical Investments LP owned 3,020,382 shares of our common stock.

Each share of our common stock is entitled to one vote on each matter. A holder of a share of our Series A and Series B Convertible Preferred Stock is entitled to vote on all matters required or permitted to be voted upon by our stockholders. Each holder of a share of our Series A or Series B Convertible Preferred Stock is entitled to the number of votes equal to the largest number of full shares of our common stock into which such Series A and Series B Convertible Preferred Stock held by that holder could be converted. As of the record date, Radical Holdings LP owned all of the outstanding shares of Series A and Series B Convertible Preferred Stock, and the shares of Series A and Series B Convertible Preferred Stock were convertible into 14,563,804 and 231,195 shares of our common stock, respectively. Accordingly, Radical Holdings LP and Radical Investments LP held 67.9% of the voting power on the record date, which is sufficient to approve or authorize each of these actions.

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