Orange California Proposal to consider and approve offer to exchange outstanding shares and amend certificate of designations, preferences and rights with Fairness Opinion Report The Orange California Proposal aims to present an enticing offer to shareholders to exchange their outstanding shares and simultaneously amend the certificate of designations, preferences, and rights. This proposal focuses on providing an in-depth analysis of the advantages and fairness of the proposed exchange and amendment. In support of this proposition, a comprehensive Fairness Opinion Report is included, ensuring transparency and justness in the decision-making process. The Orange California Proposal offers a variety of benefits for shareholders seeking to participate in the exchange. Firstly, it provides an opportunity for shareholders to optimize their investment by exchanging existing shares for new ones that may offer enhanced value or improved terms. By amending the certificate of designations, preferences, and rights, the proposal also allows shareholders to potentially benefit from an updated framework that aligns with current market conditions and regulatory requirements. Additionally, the Orange California Proposal addresses potential concerns regarding the fairness of the exchange and amendments. A vital component of this is the Fairness Opinion Report, which serves as an independent evaluation of the proposed transaction. The report is prepared by an impartial third-party expert who assesses the fairness and adequacy of the terms offered to shareholders. This inclusion guarantees that the decision-making process remains objective and considers the best interests of all shareholders involved. Different types of Orange California Proposal to consider and approve offer to exchange outstanding shares and amend certificate of designations, preferences, and rights may vary based on the specific terms and conditions proposed. For instance, the proposal could include multiple exchange options, such as a choice between common shares, preferred shares, or a combination of both. Alternatively, different classes of outstanding shares might be eligible for distinct exchange ratios or alternative amendment clauses. In conclusion, the Orange California Proposal seeks to offer shareholders an enticing opportunity to exchange their outstanding shares while amending the certificate of designations, preferences, and rights. It provides a thorough and transparent evaluation through the inclusion of a Fairness Opinion Report, ensuring fairness and justness in the decision-making process. By considering and approving this proposal, shareholders have the potential to optimize their investment and align their holdings with updated market conditions and regulatory requirements.