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Re: WoosterOh post# 33278

Wednesday, 09/06/2023 3:27:43 PM

Wednesday, September 06, 2023 3:27:43 PM

Post# of 34998
Tad's involved in another reverse/merger with a reverse/split? I'm shocked...SHOCKED!!!

Page 1:

1-for-300 R/S (and)

Either the Company or HyperScale may terminate the Merger Agreement if the closing of the transactions contemplated thereby has not occurred before September 30, 2023, subject to reasonable extensions of time agreed to by the parties.

As of the date of this Form 8-K filing, both the Company and HyperScale Nexus have a common director, Tad Mailander. Mr. Mailander currently serves as an independent director on the board of directors of both the Company and HyperScale Nexus. The Company independently acknowledges the existence of this common directorship and has considered any potential conflicts of interest that may arise from it. The common directorship between the Company and HyperScale Nexus is not expected to have a material impact on the terms or performance of the Agreement. The Company's board of directors, including its Principal Executive Officer and Principal Financial Officer, Ellis Smith, reviewed and approved the Agreement, and any potential conflicts of interest have been independently acknowledged by the Company, addressed, and waived in accordance with the applicable legal and regulatory requirements in the DGCL, NRS, and Section 1.7 of the California Rules of Professional Conduct.



https://www.otcmarkets.com/filing/html?id=16912887&guid=umg-knwhj2KfJth

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