At this Annual Meeting, the agenda includes the following items of business: (1) a proposal to approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our common stock (the “Common Stock”) from 249,000,000 to 750,000,000; (2) a proposal to approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our preferred stock (the “Preferred Stock”) from 1,000,000 to 5,000,000; (3) a proposal to amend our articles to authorize the Board to effect a reverse stock split in a range of 1:2-1:20; (4) approval of issuance of shares of common stock upon conversion of our Series A Preferred Stock; (5) approval of issuance of shares of common stock upon conversion of our Series B Preferred Stock; (6) approval of issuance of shares of common stock issuable under our proposed PIPE financing transaction; (7) approval of our acquisition of assets of A360 Media and potential resulting change in control; (8) frequency of nonbinding advisory vote on “say on pay”; (9) advisory vote on “say on pay”; (10) election of directors; (11) ratification of independent registered public accounting firm; and (12) the transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.
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