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Re: mog1962 post# 14671

Saturday, 01/06/2018 11:14:47 PM

Saturday, January 06, 2018 11:14:47 PM

Post# of 15274
Say What? What are you saying, little man (Conrad Mir)?

Are you saying that Mr. Yarbro was ILLEGALLY removed by the Board?

Mir and the Board should be removed for incompetence.



4. The statements in the Complaining Minority Statement regarding the removal of Stan Yarbro as director are, in our opinion, misleading.



Stan Yarbro is currently a director of the Company. A majority of the Board wanted to remove Mr. Yarbro from the Board because they believed that, as a director, he shared material non-public information with certain stockholders of the Company who were not directors or officers. These actions are not authorized for a director such as Mr. Yarbro to do. Nevertheless, the Board also understands that there are certain processes and procedures regarding the removal of a director under Delaware law that supersede the Company’s by-laws, and that Mr. Yarbro, who originally became a director in 2012, has remained a director since that time and was not removed from the Board in March 2017. Nonetheless, by sharing material non-public information in an unauthorized manner with persons outside the Calmare Board, we believe that Mr. Yarbro has directly harmed the Company and may jeopardize future business transactions, including the termination of any contract with the GSA. We believe that this behavior and any similar activity is highly detrimental to Calmare.

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