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Explanatory Note: The Series A Junior Participating Preferred Stock Purchase Rights (the “Expired Rights”) were issued in connection with The Meet Group, Inc.’s execution of a Tax Benefits Preservation Plan, dated as of October 4, 2019, as amended by Amendment No. 1 to the Tax Benefits Preservation Plan, dated as of March 5, 2020 (the “Tax Benefits Preservation Plan”), by and between The Meet Group, Inc., a Delaware corporation, and Action Stock Transfer Corporation, as Rights Agent. In connection with the closing on September 4, 2020 of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 5, 2020 (the “Merger Agreement”), by and among The Meet Group, Inc., a Delaware corporation, ParshipMeet US Holding Inc. (f/k/a eHarmony Holding, Inc.), a Delaware corporation (“Parent”), Holly Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent, and, solely for the purpose of guaranteeing Parent’s obligations under the Merger Agreement as set forth therein, NCG – NUCOM GROUP SE, a European stock corporation, the Expired Rights expired and the Tax Benefits Preservation Plan was terminated. Accordingly, the Expired Rights are no longer in effect. The Meet Group, Inc. initially filed a Registration Statement on Form 8-A to register the Expired Rights on October 4, 2019, which was subsequently amended on March 5, 2020.
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