San Jose is a vibrant city located in the heart of Silicon Valley, California. It is known as the capital of the tech industry and serves as a hub for innovation, research, and entrepreneurship. The city offers a diverse and thriving community with a blend of cultural, recreational, and economic opportunities. The San Jose California Proposal aims to consider and approve an enticing offer to exchange outstanding shares and amend the certificate of designations, preferences, and rights. This proposal highlights the desire to provide shareholders with a unique opportunity to participate in the growth and success of the company while ensuring fairness and transparency through the inclusion of a Fairness Opinion Report. The proposal encompasses various types of offers aimed at exchanging outstanding shares. This includes, but is not limited to, stock-for-stock exchange offers, cash-for-stock exchange offers, or a combination of both. The specific terms and conditions of each offer would be detailed in the proposal, taking into account the current market conditions, valuation of the shares, and the desired outcome for both the company and its shareholders. To ensure that the exchange offer is conducted in a fair and transparent manner, a Fairness Opinion Report would be provided. This report is prepared by independent financial experts who thoroughly analyze the terms and conditions of the proposal. It assesses whether the offer is fair from a financial perspective, taking into consideration various factors such as the company's future prospects, its current valuation, and the potential risks and benefits for shareholders. The Fairness Opinion Report plays a crucial role in providing shareholders with confidence and assurance that the proposed offer is fair and reasonable. It enhances the transparency of the exchange process and helps shareholders make informed decisions regarding their investments. Overall, the San Jose California Proposal to consider and approve offer to exchange outstanding shares and amend certificate of designations, preferences, and rights with Fairness Opinion Report demonstrates the company's commitment to providing value to its shareholders by offering enticing exchange opportunities while ensuring fairness and transparency in the process.