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elkhunter

09/19/20 7:31 PM

#42641 RE: esi23 #42640

Info. on the reverse split. Anticipated 3rd quarter of 2020.

ACTION ONE: APPROVAL OF THE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OFINCORPORATION TO EFFECTUATE A REVERSE STOCK SPLITGeneralOur Board and the Majority Stockholders approved a Reverse Stock Split in the range of between 1-for-10 and 1-for-1,000, which specific ratio will be determined bythe Board prior to filing the Certificate of Amendment. In determining which Reverse Stock Split ratio to implement, the Board may consider a number of factors, including thehistorical and then current trading price and trading volume of our Common Stock. Pursuant to the Reverse Stock Split, each number of specific shares of our Common Stock(between 10 and 1,000 depending on the ratio) will be automatically, without any further action by the Stockholders, be combined and reclassified into one (1) validly issued,fully paid and nonassessable share of Common Stock. The Reverse Stock Split will also cause a corresponding pro-rata decrease of the number of the Company’s authorizedshares of Common Stock in accordance with the Reverse Stock Split ratio. No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split.Instead, the Company will issue to the Company’s stockholders holding a fractional share of Common Stock one additional share of Common Stock for each fractional share.The Company anticipates that the effective date of the Reverse Stock Split will be during the third calendar quarter of 2020