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Delfin Midstream acquired the Purchased Shares pursuant to the Purchase Agreement to gain control of the Issuer and to appoint Mr. Nichols as the sole director of the Board and officer of the Issuer to carry out the business and operations of the Issuer. In addition, Delfin Midstream currently anticipates that it may enter into an agreement with the Issuer to merge into the Issuer, sell its assets to the Issuer or otherwise consolidate all or substantially all of the Issuer’s business with Delfin Midstream. It is anticipated that any such transaction, if and when consummated, would involve one or more of the following: (1) the issuance of additional Shares or other equity securities of the Issuer to the equity holders of the Reporting Persons, resulting in a change of control; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (3) a change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (4) a material change in the present capitalization or dividend policy of the Issuer; (5) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; or (6) actions similar to any of those enumerated above. However, there can be no assurance that the Issuer will be successful in consummating any such transaction in the near future, if at all.
01/12/18 6:22 PM
