UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report
of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For
the month of October 2026 (Report No. 2)
Commission
File Number: 001-41402
BRENX
LTD.
(Translation
of registrant’s name into English)
13
Amal St. 4th Floor, Park Afek
Rosh Haayin, 4809249 Israel
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
☒ Form 40-F ☐
CONTENTS
Attached
hereto and incorporated herein are the Notice of Meeting, Proxy Statement and Proxy Card for the Special General Meeting of Shareholders
of BrenX Ltd. (the “Company”) to be held on November 6, 2026 at 12:00 p.m. Israel time (the “Meeting”).
Only shareholders of record who hold ordinary shares of the Company
at the close of business on October 22, 2026 will be entitled to notice of and to vote at the
Meeting and any postponements or adjournments thereof. Copies of the Notice of Meeting, Proxy Statement and form of Proxy Card for the
Meeting are furnished herewith as Exhibits 99.1, 99.2 and 99.3, respectively.
This
Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s Registration
Statements on Form F-3 (File Nos 333-273028, 333-283874, 333-289219, 333-290642, 333-292634, 333-293660, 333-294341, 333-295594, 333-296507, 333-296898, 333-297567, 333-298666
and 333-299139) and Form S-8
(File Nos. 333-272266, 333-278602,
333-284377, 333-290040,
and 333-298317), filed
with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of
Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or
furnished.
EXHIBIT
INDEX
| Exhibit No. |
|
|
| 99.1 |
|
Notice for the Special General Meeting to be held on November 6, 2026. |
| 99.2 |
|
Proxy Statement for the Special General Meeting to be held on November 6, 2026. |
| 99.3 |
|
Form of Proxy Card for the Special General Meeting to be held on November 6, 2026. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
| |
BrenX Ltd. |
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|
| Date: October
20, 2026 |
By: |
/s/ Ofir Zimmerman |
| |
Name: |
Ofir Zimmerman |
| |
Title: |
Chief Financial Officer |
Exhibit
99.1

Dear
BrenX. Shareholders:
We cordially invite you to attend the Special General Meeting of Shareholders
of BrenX Ltd. (the “Company”), to be held on November 6, 2026 at 12:00 p.m. Israel time, at the Company’s
office, located at 13 Amal St. 4th Floor, Park Afek, Rosh Haayin, 4809249 Israel (the “Meeting”).
At
the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Special General Meeting
of Shareholders (the “Notice”).
Our
board of directors recommends that you vote FOR the Proposal listed in the Notice.
Only shareholders of record at the close of business on October 22,
2026, (the “Record Date”), are entitled to notice of and to vote at the Meeting, either in person or by appointing
a proxy to vote their shares at the Meeting as detailed in the Notice.
We
look forward to greeting as many of you as can attend the Meeting.
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Sincerely, |
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|
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/s/ Avraham Brenmiller |
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Avraham Brenmiller |
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Chairman of the Board of Directors |
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October 20, 2026 |
Brenx
Ltd.
Notice
of SPECIAL General Meeting of shareholders
Notice is hereby given that
a Special General Meeting of Shareholders (the “Meeting”) of BrenX Ltd. (the “Company”) will be
held on November 6, 2026, at 12:00 p.m. Israel time, at the Company’s office, located at 13 Amal St. 4th Floor,
Park Afek, Rosh Haayin, 4809249 Israel.
The
following matter is on the agenda for the Meeting:
| 1. | To
consider a proposal to approve a reverse share split of the Company’s issued and outstanding ordinary shares, no par value per
share (the “Ordinary Shares”), at a ratio of between 3:1 and 6:1, to be in effect, if effected, at the discretion
of, and at such date to be determined by the Company’s Board of Directors (the “Board”). |
Board
of Directors’ Recommendation
Our
Board unanimously recommends that you vote “FOR” the above proposed resolution, which is described in the attached
proxy statement (the “Proxy Statement”).
Record
Date
Shareholders of record at the close of business on October 22, 2026
(the “Record Date”), are entitled to notice of and to vote at the Meeting, either in person or by appointing a proxy
to vote in their stead at the Meeting (as detailed below).
Required
Vote and Voting Procedures
Pursuant
to the Israeli Companies Law 5759-1999 (the “Companies Law”), Proposal No. 1 described hereinafter,
requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares amounting in
the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposal (a “Simple Majority”).
How
You Can Vote
A
form of proxy for use at the Meeting is attached to the Proxy Statement and a voting instruction form, together with a return envelope,
will be sent to holders of the Company’s Ordinary Shares. By appointing “proxies,” shareholders may vote at the Meeting
whether or not they attend. Subject to applicable law and the rules of the Nasdaq Stock Market LLC, in the absence of instructions, the
Ordinary Shares represented by properly executed and received proxies will be voted “FOR” the proposed resolution to be presented
at the Meeting for which the Board recommends a vote “FOR”.
Shareholders
may revoke their proxies or voting instruction form (as applicable) in accordance with section 9 of the Companies Law Regulations (proxy
and position statement), by filing with the Company a written notice of revocation or duly executed proxy or voting instruction form
(as applicable) bearing a later date and time.
Shareholders
of record
If your shares are registered
directly in your name with our transfer agent, VStock Transfer, LLC, you are considered, with respect to those shares, the shareholder
of record. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to use
the proxy card included with the Proxy Statement to grant your voting proxy directly to Mr. Ofir Zimmerman, Chief Financial Officer,
or Mr. Nir Brenmiller, Chief Executive Officer, of the Company and Chairman of the Board (e-mail addresses ofirz@bren-x.com
and nir@bren-xe.com, respectively) no later than November 6, 2026, at 8:00 a.m. Israel time, or to vote in person at the
Meeting. Proxy cards received after the aforementioned time will not be tabulated.
Beneficial
Owners
If
your shares are held through a bank, broker or other nominee, they are considered to be held in “street name” and you are
the beneficial owner with respect to those shares. A beneficial owner as of the Record Date has the right to direct the bank, broker
or nominee how to vote shares held by such beneficial owner at the Meeting and must also provide the Company with a copy of their identity
card, passport or certification of incorporation, as the case may be. If your shares were held in “street name” as of the
Record Date, these proxy materials are being forwarded to you by your bank, broker or nominee who is considered, with respect to those
shares, as the shareholder of record, together with a voting instruction card for you to use in directing the bank, broker or nominee
how to vote your shares. You also may attend the Meeting. Because a beneficial owner is not a shareholder of record, you may not vote
those shares directly at the Meeting unless you obtain a “legal proxy” from the bank, broker or other nominee that holds
your shares directly, giving you the right to vote the shares at the Meeting. Absent specific instructions from the beneficial owner
of the shares, brokers are not allowed to exercise their voting discretion, among other things, with respect to Proposal No. 1.
listed above, which we believe is considered as non-routine under applicable rules, and therefore, a “broker non-vote”
occurs with respect to such uninstructed shares. Therefore, it is important for a shareholder that holds Ordinary Shares through a bank
or broker to instruct its bank or broker how to vote its shares if the shareholder wants its shares to count for the proposal.
Voting
Results
The
final voting results will be tallied by the Company, in consultation with its legal counsel, based on the information provided by VStock
Transfer, LLC or otherwise, and the overall results of the Meeting will be published following the Meeting in a Report of Foreign Private
Issuer on Form 6-K that will be furnished to the U.S. Securities and Exchange Commission.
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Sincerely, |
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/s/ Avraham Brenmiller |
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Avraham Brenmiller |
| |
Chairman of the Board of Directors |
| |
October 20, 2026 |
Exhibit
99.2
BRENX
LTD.
ROSH
HAAYIN, ISRAEL
PROXY
STATEMENT
SPECIAL
GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 6, 2026
This Proxy Statement (the “Proxy Statement”) is
being solicited by the board of directors (the “Board of Directors” or the “Board”) of BrenX Ltd.
(the “Company”) for use at the Company’s special general meeting of shareholders (the “Meeting”)
to be held on November 6, 2026 at 12:00 p.m. Israel time, or at any adjournment or postponement thereof, at the Company’s office,
located at 13 Amal St. 4th Floor, Park Afek, Rosh Haayin, 4809249 Israel (the “Company’s Offices”).
Upon
the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote the Company’s ordinary
shares, no par value per share (the “Ordinary Shares”), covered thereby in accordance with the directions of the shareholders
executing the proxy. In the absence of such directions, and except as otherwise mentioned in this Proxy Statement, the Ordinary Shares
represented thereby will be voted in favor of the proposal described in this Proxy Statement.
Quorum
and Adjournment
As a foreign private issuer, we are permitted to comply with Israeli
corporate governance practices instead of certain requirements of the Nasdaq Stock Market Listing Rules (“Nasdaq” and
the “Nasdaq Rules”, respectively), provided that we disclose those Nasdaq Rules with which we do not comply and the
equivalent Israeli requirement that we follow instead (the “Foreign Private Issuer Exemption”). We currently rely on
this Foreign Private Issuer Exemption with respect to the quorum requirement for meetings of our shareholders. As permitted under the
Israeli Companies Law, 5759-1999 (the “Companies Law”) and in accordance with our amended and restated articles
of association (the “Articles”), the presence of any two or more shareholders, personally or by proxy, holding (in
the aggregate) not less than twenty-five percent (25%) of the Company’s outstanding Ordinary Shares at the close of business
on October 22, 2026 (the “Record Date”), shall constitute a quorum for the Meeting.
If within half an hour from the time the Meeting is convened a quorum
is not present, the Meeting shall stand adjourned until November 6, 2026, at the Company’s Offices at 13:00 p.m. Israel time
(the “Adjourned Meeting”). At the Adjourned Meeting any number of shareholders present personally or by proxy shall
be deemed a quorum and shall be entitled to deliberate and to resolve in respect of the matters for which the Meeting was convened. Abstentions
and broker non-votes (if any) are counted as Ordinary Shares present for the purpose of determining a quorum.
Vote
Required for Approval of the Proposal
Pursuant
to the Companies Law, Proposal No. 1 described hereinafter, requires the affirmative vote of shareholders present at the Meeting,
in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually
cast in person or by proxy by shareholders with respect to the proposal (a “Simple Majority”).
Proposals
for additional agenda items
In accordance with the Companies Law and regulations promulgated thereunder,
any shareholder of the Company holding at least one percent (1%) of the outstanding voting rights of the Company for the Meeting may submit
to the Company a proposed additional agenda item for the Meeting to the Company’s offices, c/o Mr. Ofir Zimmerman, at 13
Amal St. 4th Floor, Park Afek, Rosh Haayin, 4809249 Israel, or via e-mail: ofirz@bren-x.com, no later than October 27,
2026.
It
is noted that there may be changes on the agenda after publishing this Proxy Statement and there may be position statements which can
be published thereafter. Therefore, the most updated agenda for the Meeting will be furnished to the SEC on a Report of Foreign Private
Issuer on Form 6-K and will be made available to the public on the SEC’s website at www.sec.gov.
PROPOSAL 1
TO
APPROVE A POTENTIAL FUTURE REVERSE SPLIT OF THE COMPANY’S ISSUED AND OUTSTANDING ORDINARY SHARES AT A RATIO OF BETWEEN 3:1 AND 6:1,
TO BE IN EFFECT, IF EFFECTED, AT THE DISCRETION OF, AND AT SUCH DATE TO BE DETERMINED BY THE BOARD
The
Company believes it is in the best interest of both the Company and its shareholders to secure shareholder approval for a reverse share
split for the purposes of complying with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum
bid price of $1.00 per share.
On
October 15, 2026, the Board approved, subject to the approval of the general meeting of the Company’s shareholders, a framework
for a potential future adjustment of the Company’s share capital at a ratio of between 1-for-3 and 1-for-6, with respect to the
Company’s issued and outstanding Ordinary Shares, such that every three (3) to six (6) Ordinary Shares shall be converted
into one (1) Ordinary Share (the “Exchange Ratio”) and/or any Ordinary Shares issuable pursuant to exercise or
conversion of outstanding options, restricted share units, restricted shares and/or warrants issued by the Company, to be effected, if
effected, at the discretion of, and at such date to be determined by the Board (the “Reverse Split”).
If
the Reverse Split is approved, then the Board will have the authority, at its own discretion, to determine whether to effect the Reverse
Split and the exact ratio and the effective date of the Reverse Split, subject to applicable Nasdaq Rules. Following such determination
by the Board, the Company will issue a press release announcing the effective date and the ratio of the Reverse Split.
The
Board believes that approval of a proposal providing the Board with this generalized grant of authority with respect to setting the Reverse
Split ratio, rather than mere approval of a pre-defined reverse share split, will give the Board the flexibility to set the ratio in
accordance with then-current market conditions, the trading price of the Ordinary Shares, applicable Nasdaq requirements and other relevant
factors, and therefore allow the Board to act in the best interests of the Company and its shareholders.
The implementation of the
Reverse Split will result in the reduction of the number of the issued and outstanding Ordinary Shares in accordance with the Exchange
Ratio (between 3:1 and 6:1), such that if the Reverse Split is approved, depending on the ratio, every three (3) Ordinary Shares
and up to six (6) Ordinary Shares issued and outstanding, shall be converted into one (1) Ordinary Share. The Reverse Split,
if effected, would not adjust the authorized share capital of the Company under its Articles, which, as of the date hereof consists of:
(i) 150,000,000 Ordinary Shares, no par-value each (the “Ordinary Shares”), (ii) 23,500 Preferred Shares, no par-value
each and 1,500 Preferred A Shares, no par-value each (the “Preferred Shares”).
In accordance with our Articles,
the number of the Company’s issued and outstanding unconverted Preferred Shares shall not be reduced following the Reverse Split.
Instead, the Conversion Ratio of the Preferred Shares shall be proportionally adjusted to reflect the Reverse Split.
In addition, if the Reverse
Split is effected, the exercise price and the number of Ordinary Shares issuable upon the exercise of any outstanding options, restricted
share units, restricted shares and/or warrants will be proportionately adjusted pursuant to the terms of the respective securities in
connection with the Reverse Split. Furthermore, upon completion of the Reverse Split, the number of Ordinary Shares and/or any options
or restricted share units available for issuance under the Company’s 2013 Global Incentive Option Plan shall be appropriately adjusted.
The Reverse Split, if effected,
will be effected simultaneously for all of the Company’s securities, and the Exchange Ratio will be the same for all securities
(with the exception of the Preferred Shares, which shall have their Conversion Ratio proportionally adjusted, as described above). The
Reverse Split will affect all the Company’s shareholders uniformly and will not affect any shareholder’s percentage ownership
interests in the Company, relative voting rights or other rights. Ordinary Shares resulting from the Reverse Split will remain fully
paid and non-assessable.
No
fractional shares will be issued as a result of the Reverse Split. In accordance with our Articles, all fractional shares will be rounded
to the nearest whole Ordinary Share, such that only shareholders holding fractional consolidated shares of more than half of the number
of shares which consolidation constitutes one whole share, shall be entitled to receive one consolidated share.
Upon
the implementation of the Reverse Split, the Company intends to treat shares held by shareholders through a bank, broker, custodian,
or other nominee in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers, custodians,
or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding the Company’s Ordinary Shares
in street name. However, these banks, brokers, custodians, or other nominees may have different procedures than registered shareholders
for processing the Reverse Split. Shareholders who hold the Company’s Ordinary Shares with a bank, broker, custodian or other nominee
and who have any queries in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
While
the Board believes that the potential advantages of a Reverse Split outweigh any actual or potential disadvantages, if the Company effects
a Reverse Split there can be no assurance that (i) the Company’s Ordinary Shares will trade at a price in proportion to the
decrease in the number of outstanding shares resulting from the Reverse Split; (ii) the liquidity of the Company’s Ordinary
Shares will not be adversely affected by the reduced number of shares that would be outstanding and available for trading after the Reverse
Split; (iii) engaging in a Reverse Split will not be perceived in a negative manner by investors, analysts or other stock market
participants; or (iv) the Reverse Split will not result in some shareholders owning “odd-lots” of fewer than 100 Ordinary
Shares, potentially resulting in higher brokerage commissions and other transaction costs than the commissions and costs of transactions
in “round-lots” of even multiples of 100 shares.
THE
U.S. AND ISRAELI TAX CONSEQUENCES OF THE REVERSE SPLIT MAY DEPEND UPON THE PARTICULAR CIRCUMSTANCES OF EACH SHAREHOLDER. ACCORDINGLY,
EACH SHAREHOLDER IS ADVISED TO CONSULT THE SHAREHOLDER’S TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES TO THE
SHAREHOLDER OF THE REVERSE SPLIT.
The
Board believes that securing shareholder approval for the Reverse Split is appropriate and in the best interest of the Company’s
shareholders.
The
shareholders of the Company are requested to adopt the following resolution:
“RESOLVED,
to approve a potential future reverse share split of the Company’s issued and outstanding Ordinary Shares, at a ratio of between
3:1 and 6:1, to be effected, if effected, at the discretion of, and on such date to be determined by the Board, as set forth in the Proxy
Statement”.
The
approval of this proposal, as described above, requires the affirmative vote of a Simple Majority (as defined in this Proxy Statement).
The
Board unanimously recommends that the shareholders vote FOR the above proposal.
OTHER
BUSINESS
The
Board of Directors is not aware of any other matters that may be presented at the Meeting other than those described in this Proxy Statement. If
any other matters do properly come before the Meeting, including the authority to adjourn the Meeting, it is intended that the persons
named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the interest of the Company.
Your
vote is important!
Shareholders
are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense
of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified,
the shares represented thereby will be voted as indicated thereon. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION
IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL DESCRIBED IN THIS PROXY STATEMENT.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as applicable to foreign private issuers. Accordingly, the Company files reports and other information
with the SEC. All documents that the Company files on the SEC’s EDGAR system will be available for retrieval on the SEC’s
website at www.sec.gov.
As
a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing certain disclosure and procedural
requirements for proxy solicitations. In addition, the Company is not required under the Exchange Act to file periodic reports and
financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under
the Exchange Act. The Notice of the Special General Meeting of Shareholders and this Proxy Statement have been prepared in accordance
with applicable disclosure requirements in the State of Israel.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT
OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL
HEREUNDER. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS
DOCUMENT. THIS PROXY STATEMENT IS DATED OCTROBER 20, 2026. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT
IS ACCURATE AS OF ANY DATE OTHER THAN OCTOBER 20, 2026, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION
TO THE CONTRARY.
As
further detailed in the Notice provided to shareholders, shareholders of record may submit their votes and proxies to VStock Transfer,
LLC, and beneficial owners as of the Record Date have the right to direct the bank, broker or nominee on how to vote shares held by such
beneficial owner at the Meeting. Other Proxies and all other applicable materials should be sent to the Company’s office at 13
Amal St. 4th Floor, Park Afek, Rosh Haayin, 4809249 Israel.
| |
By Order of the Board of
Directors |
| |
BrenX Ltd. |
| |
Avraham Brenmiller,
Chairman of the Board of Directors |
Exhibit
99.3
BRENX
LTD.
FORM OF PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints, Mr. Nir Brenmiller, Chief
Executive Officer, Mr. Ofir Zimmerman, Chief Financial Officer, and each of them, agents and proxies of the undersigned, with full
power of substitution to each of them, to represent and to vote on behalf of the undersigned all the Ordinary Shares of BrenX Ltd. (the
“Company”) which the undersigned is entitled to vote at the Special General Meeting of Shareholders (the “Meeting”)
to be held on November 6, 2026 at 12:00 p.m. Israel time, at 13 Amal St. 4th Floor, Park Afek, Rosh Haayin, 4809249
Israel, and at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of
the Special General Meeting of Shareholders and Proxy Statement relating to the Meeting (the “Proxy Statement”).
This
Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to
any matter, this Proxy will be voted FOR such matter.
(Continued
and to be signed on the reverse side)
BRENX
LTD. (THE “COMPANY”)
SPECIAL
GENERAL MEETING OF SHAREHOLDERS
Date
of Meeting: November 6, 2026
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
| 1. | To
approve a potential future reverse split of the Company’s issued and outstanding ordinary shares, no par value per share, at a
ratio of between 3:1 and 6:1, to be in effect, if effected, at the discretion of, and at such date to be determined by the Company’s
Board of Directors. |
| ☐ |
FOR |
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AGAINST |
☐ |
ABSTAIN |
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| NAME |
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SIGNATURE |
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DATE |
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SIGNATURE |
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DATE |
Please
sign exactly as your name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator,
trustee, or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.