Florida Proposal — Exchange of Outstanding Shares and Amendment of Certificate of Designations, Preferences, and Rights with Fairness Opinion Report Florida Proposal to consider and approve an offer to exchange outstanding shares and amend the certificate of designations, preferences, and rights is a corporate action undertaken by a company based in Florida. This proposal involves the exchange of existing shares held by shareholders for other securities or assets and the amendment of the company's legal document specifying the rights and preferences associated with its shares. The fairness opinion report is an essential component of this proposal, providing an independent analysis and evaluation of the proposed exchange offer and amendment. Keywords: Florida Proposal, exchange of outstanding shares, certificate of designations, preferences and rights, Fairness Opinion Report. Types of Florida Proposal to consider and approve offer to exchange outstanding shares and amend certificate of designations, preferences, and rights: 1. Stock-for-Stock Exchange Proposal: This type of Florida Proposal entails offering shareholders the option to exchange their existing shares for shares of another class or series of stock in the same company. The approval sought is to amend the certificate of designations, preferences, and rights to reflect the changes in the equity structure resulting from this exchange. 2. Stock-for-Asset Exchange Proposal: This variant of Florida Proposal involves offering shareholders the choice to exchange their existing shares for assets other than stock, such as bonds, promissory notes, real estate, or intellectual property rights. The amendment to the certificate of designations, preferences, and rights is necessary to accommodate the inclusion of new asset types. 3. Cash-for-Stock Exchange Proposal: In this type of Florida Proposal, shareholders are provided with the option to exchange their existing shares for a cash payment. The proposed amendment to the certificate of designations, preferences, and rights aims to ensure that any adjustments in the equity structure due to the cash-for-stock exchange are adequately recorded. 4. Combination Exchange Proposal: This Florida Proposal involves a combination of different exchange options, including stock-for-stock, stock-for-asset, or cash-for-stock exchanges, offered to shareholders. The amendment to the certificate of designations, preferences, and rights is required to account for the various exchange options and modify the associated rights and preferences accordingly. The Fairness Opinion Report in each of these Florida Proposal variations provides an impartial assessment of the proposed transaction's financial fairness and benefits to the shareholders. It evaluates the exchange's terms, the impact on shareholder value, and any potential conflicts of interest. This report is crucial in ensuring that the proposal is transparent, unbiased, and aligns with the best interests of the shareholders.