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bar1080

11/20/21 5:03 PM

#943 RE: bar1080 #942

"What am I being asked to vote on?

"• Proposal No. 3 — the approval of an amendment of our amended and restated certificate of incorporation to increase the number of shares of common stock that we are authorized to issue from 200,000,000 shares to 250,000,000 shares (the “Charter Amendment”); and

• Proposal No. 4 — the approval of an amendment of our 2020 Equity Incentive Plan (the “2020 Plan”) to increase the number of shares of common stock available for issuance under the 2020 Plan from 1,000,000 shares to 11,000,000 shares and eliminate the fungible share counting provision contained in such plan (the “Plan Amendment”)."

https://www.sec.gov/Archives/edgar/data/1810140/000121390021060499/def14a1121_1847goedeker.htm