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1dmg1

05/13/24 9:04 AM

#652 RE: ZRock #651

The reverse ratio is up to PPS increase between now and meeting.
(3)
To approve amendments to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s Class A Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-25, as determined by the Board of Directors in its discretion, subject to the Board of Directors’ authority to abandon such amendments;
?
(4)
To approve amendments to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s Class B Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-25 (which ratio shall be the same ratio as the reverse stock split determined by the Board in Proposal 3), as determined by the Board of Directors in its discretion, subject to the Board of Directors’ authority to abandon such amendments;