The Cuyahoga Ohio Proposal is a comprehensive plan put forward by the local authorities in Cuyahoga County, Ohio, to consider and approve an offer to exchange outstanding shares and amend the certificate of designations, preferences, and rights. This proposal aims to initiate a strategic transaction involving the county's shares and modify the existing terms and conditions associated with those shares. In order to ensure transparency and fairness throughout the process, a Fairness Opinion Report has been prepared to assess the proposed exchange offer. The proposed exchange offer under the Cuyahoga Ohio Proposal presents an opportunity for shareholders to trade their existing shares for new ones. This exchange is intended to bring about certain modifications to the certificate of designations, preferences, and rights, which are the governing documents dictating the rights and privileges attached to the shares. By amending these provisions, the aim is to align the interests of the shareholders with the county's evolving goals and objectives. The Cuyahoga Ohio Proposal considers various aspects pertaining to the exchange offer, including the number of shares eligible for exchanging, the offer price or ratio, and the timeline for executing the exchange. Shareholders will have the opportunity to evaluate the terms and make an informed decision based on their individual circumstances and investment strategies. The Fairness Opinion Report is an integral part of the Cuyahoga Ohio Proposal, providing an independent evaluation of the fairness and reasonableness of the proposed exchange offer. This report is prepared by a reputable financial institution or consulting firm with expertise in assessing such transactions. It considers various factors, including the market value of the shares, financial projections, and potential impact on shareholders' rights and interests. The Fairness Opinion Report assists shareholders in evaluating the terms of the offer and provides insights into the viability and appropriateness of the proposed exchange. In summary, the Cuyahoga Ohio Proposal seeks to consider and approve an offer to exchange outstanding shares and amend the certificate of designations, preferences, and rights. This proposal encompasses various types of exchanges, depending on the terms and conditions specific to each share class or group. The Fairness Opinion Report plays a significant role in ensuring transparency and fairness throughout the process, providing an impartial assessment of the proposed exchange offer.