Page 14 - 2020 CU Solutions Group Annual Shareholder Report

ABANDONMENT/TRANSFER OF SHARES
FROM D.E. SHAW

Shareholder, D.E. Shaw AQ-SP Series 6.04, LLC is the holder of 6.68 shares of
stock in CU Solutions Group. D.E. Shaw has gone out of business and has
ABANDONMENT/ notified CU Solutions Group management in writing that they have abandoned
TRANSFER their shares and desire to tender the shares back to the company.
OF SHARES Under the terms of our Bylaws and the Shareholder Agreement, there is no

provision for a shareholder to abandon their shares or to transfer their shares
to anyone, including the company, without satisfying the Assignability of Shares
requirements that are contained in Section 2 of the Amended and Restated
Shareholder Agreement.

Since the shareholder has gone out of business and is unable to satisfy the
transfer requirements of the Shareholder Agreement, management is asking
a motion to waive the transfer restrictions and requirements contained in Sec-
tion 2 of the Amended and Restated Shareholder Agreement in order for CU
Solutions Group to accept the transfer of 6.68 shares from D.E. Shaw and to
authorize CU Solutions Group to cancel the shares.