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Re: DD_dempsey post# 4016

Friday, 03/01/2024 4:19:17 AM

Friday, March 01, 2024 4:19:17 AM

Post# of 5326
I appreciate the structure of the share exchange, especially the one-year lock-up period. With that in mind, we can ensure safety by preventing the conversion of preferred shares into common stock and avoiding dilution of our holdings.

(b) On the Closing Date, the EMGE Preferred Shareholders shall surrender their certificates, or shares represented in book form, representing their respective EMGE Company Equity Interests to KOAN, or its registrar or transfer agent, and thereafter shall be entitled to receive a certificate or certificates evidencing such EMGE Preferred Shareholder’s KOAN Exchange Shares. The time period for the EMGE Preferred Shareholders to surrender their shares shall be a period of one year, after which such time period, the share exchange shall no longer be valid and any remaining shares shall be considered abandoned by the Company and subject to escheat to the State of Domicile of the shareholder of record.



https://www.otcmarkets.com/filing/html?id=17305421&guid=tcd-kpnke4wInhh