Extract to table

It also carries significant investor-perception considerations that must be addressed during the IPO marketing process

The calculation of Pinnacle Vista's post-IPO voting power is as follows: • Pinnacle Vista pre-IPO shares: 62,000,000 • Less: Secondary shares sold by Pinnacle Vista in the base offering: (6,818,182) • Pinnacle Vista post-IPO shares: 55,181,818 • Total post-IPO shares outstanding: 100,000,000 (pre-IPO) + 16,895,455 (primary shares) = 116,895,455 Note on total share count: The total post-IPO shares outstanding must be calculated as the pre-IPO shares outstanding (100,000,000) plus the primary shares newly issued in the offering (16,895,455)

A controlled company that elects to take advantage of the controlled-company exemption must disclose in its annual proxy statement that it is a controlled company and the basis for that determination

07 establish the requirements for the audit committee of a listed company, including the requirement that the committee consist of at least three members, all of whom must be independent directors, and that at least one member qualify as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K

These requirements are not waivable under the controlled-company exemption and must be complied with in full

Requirements That Remain Applicable Notwithstanding the controlled-company exemption, CBR must comply with the following NYSE requirements: Audit Committee (Sections 303A