The Alaska Proposal refers to a formal proposition put forth to consider and approve an offer to exchange outstanding shares and amend the certificate of designations, preferences, and rights, accompanied by a Fairness Opinion Report. This proposal involves a complex process and decision-making providing shareholders with an opportunity to exchange their shares and modify the existing rights and preferences associated with those shares. The Alaska Proposal can take various forms, depending on the specific circumstances and objectives. Here are some potential types: 1. Exchange Offer Proposal: Under this type of Alaska Proposal, shareholders are presented with an offer to exchange their existing shares for a different class of shares or other securities. The exchange may provide certain advantages or incentives to shareholders, such as potential tax benefits or enhanced voting rights. 2. Amendment to Certificate of Designations Proposal: In this variant of the Alaska Proposal, the focus is primarily on amending the certificate of designations, preferences, and rights governing the existing shares. The proposed amendments could entail changes to dividend preferences, liquidation preferences, conversion rights, or any other provisions outlined in the certificate. 3. Combination Offer Proposal: A Combination Offer Proposal encompasses a more comprehensive approach, which integrates both the exchange of outstanding shares and the amendment of the certificate of designations. This type of proposal serves to streamline the process for shareholders, consolidating all necessary modifications in a single transaction. 4. Fairness Opinion Report: Regardless of the specific type of Alaska Proposal, a Fairness Opinion Report is an integral component. This report is prepared by an independent third-party specialist, such as a financial advisor or investment bank. Its purpose is to assess the fairness and reasonableness of the proposed exchange offer and amendments from a financial perspective. The Alaska Proposal to consider and approve an offer to exchange outstanding shares and amend the certificate of designations, preferences, and rights with a Fairness Opinion Report aims to ensure transparency, fairness, and alignment of interests in all relevant parties involved. It establishes a framework for shareholders to evaluate the proposed transaction thoroughly and make informed decisions regarding their investments.