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Myth

03/12/18 11:09 AM

#103636 RE: diannedawn #103634

Dianne, part of this agreement was a guarantee that Red Oak would vote yes ( of course ).

The buyer and seller for the sake of voting own just 381 ml beneficially. CCEL owns 160 ml...

https://www.sec.gov/Archives/edgar/data/1289496/000161577418001282/s109098_sch13d.htm

Voting Agreement



The Red Oak Fund, LP, The Red Oak Long Fund, LP and Pinnacle Opportunities Fund, LP, which own 164,073,684, 76,226,316 and 140,752,632 shares of the Company’s common stock, respectively, or approximately 30.0% of the Company’s issued and outstanding common stock in the aggregate, and each of which are affiliates of Red Oak Partners, LLC, entered into the Voting Agreement with Buyer and the Company on February 6, 2018, pursuant to which the Fund Shareholders have agreed, among other things, to vote the Covered Shares in favor of the Sale and grant to Buyer an irrevocable proxy with respect to their respective Covered Shares.



The foregoing description of the Voting Agreement and the Company’s obligations therein does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreements entered into by the referenced parties, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 8, 2018 and incorporated herein by reference.