Good Evening ,

I read the DE. Sec 203 and after analyzing the current situation of Denove and current position of
Rajdanto in Denove ,I woluld like to advice you people abut he bidding process that needs to be
followed . According to DE. Sec 203,  corporation shall not engage in any business combination with
any interested stockholder for a period of 3 years following the time that such stockholder became an
interested stockholder but no such restricton is there I case of Denove and Rajdanto because
Rajdanto holds the share of Denove from 5 years . No restriction under this section will apply in case
of Denove if Denove has original certificate of incorporation containing a provision expressly electing
not to be governed by this section or the corporation, by action of its board of directors, adopts an
amendment to its bylaws within 90 days of February 2, 1988, expressly electing not to be governed by
this section, which amendment shall not be further amended by the board of directors but as board
of the directors has decided to look at this new offer of merger in the light of DE. Sec 203 so it implies
that Denove is governed by the DE. Sec 203. Rajdanto is already associated with Denove according to
the DE. Sec 203 clause c but it wants to affilate Denove in itself. The business combination Rajdanto
wnats with denove should be moved forward to the process of bidding because as per DE. Sec 203
clause “c” sub clause “4” Rajdanto controls Denove {“Control,” including the terms “controlling,”
“controlled by” and “under common control with,” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a person, whether through
the ownership of voting stock, by contract or otherwise. A person who is the owner of 20% or more of
the outstanding voting stock of any corporation, partnership, unincorporated association or other
entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of
the evidence to the contrary; Notwithstanding the foregoing, a presumption of control shall not apply
where such person holds voting stock, in good faith and not for the purpose of circumventing this
section, as an agent, bank, broker, nominee, custodian or trustee for 1 or more owners who do not
individually or as a group have control of such entity.} . According to DE. Sec 203 clause “C” sub clause
“5” Rajdanto is also a interested stakeholder with company Denove { “Interested stockholder” means
any person (other than the corporation and any direct or indirect majority-owned subsidiary of the
corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the corporation,
or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the
outstanding voting stock of the corporation at any time within the 3-year period immediately prior to
the date on which it is sought to be determined whether such person is an interested stockholder,
and the affiliates and associates of such person}. So as the Rajdanto LLP is associated with Denove and
also exercises control over Denove and it is a interested stockholder too so it should be taken forward
for the bidding procees but in case if we talk about Amiko Holdings LLC , it is neither associated with
Denove nor it is a Control exercising body, interested stockholder of the company Denove. So if
Rajdanto wants to aquire Denove after teaming up with Amiko Holdings LLP then it will be voilation of
the DE.Sec 203 and as Denove is a entity which is governed by this section then it can merge with
Rajdanto only if Rajdanto acquires it without teaming with Amiko Holfing LLP.

Regards,
Shaurya Shukla