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PROPOSAL 2: APPROVAL OF REINCORPORATION OF QUANTUM TO THE STATE OF DELAWARE (INCLUDING INCREASE OF AUTHORIZED SHARES OF COMMON STOCK AND AUTHORIZE FOR ISSUANCE SHARES OF PREFERRED STOCK)

Introduction

On [Month] [●], 2016 and for the reasons discussed below, the Board of Directors unanimously approved and declared it is advisable and in the best interests of the Company and our stockholders to change the state of our incorporation from the State of Nevada to the State of Delaware, which includes the adoption of a new certificate of incorporation and bylaws governing our company, subject to approval by our stockholders at the Annual Meeting./quote]

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