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Plan of liquidation and dissolution Form: What You Should Know

United States of America. (the “LLC Act”). The purpose of this plan is to accomplish: (a) the complete liquidation and dissolution of Rally Bio-Pharma, Inc. without further offering of any Class A Preferred Shares, and (b) the complete liquidation and dissolution of the LLC without further offering or sale of any Class A Preferred Shares as to all Rally Bio-Pharma, Inc. (the “Accumulated Interests”) (the “Liquidation Events”). Rally, Inc. (the “Receiving Member/Stockholder”) and its directors, officers, employees, officers, and their assigns shall cause the Accumulated Interests to be delivered to each Member/Stockholder of Rally as of the Closing Date. Upon the close of the closing the Class A Preferred Shares of Rally will be redeemed at the exercise price and then each Class A Preferred Share will be exchanged for an equal number of Preferred Shares of Rally, Inc. (the “Redeeming Member/Stockholder”), upon each such date as the Selling Member/Stockholder may direct. The Accumulated Interests will be delivered from time to time under Schedule K-1. Each Class A Preferred Share shall have an exchange value reflecting the then current amount of the Preferred Shares outstanding as if the LLC (including any parent of Rally) were a separate entity. Preferred Shares, which are not exchanged, will be cancelled from time to time without further notice to Members. The preferred shares of Rally that are not redeemed will be cancelled in their entirety. No Class B Preferred shares will be issued by Rally, Inc. and there will be no distributions to holders of Class B Preferred Shares. It is advisable to keep records and other information as related to this plan of liquidation. For more information, contact: Rally Bio-Pharma Inc. Robert N. Nader Vice President and Chief Compliance Officer [email protected] [email protected] 708.232.

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Music on the 25th of December, 1991, the world watched as the most powerful communist country in history collapsed following the resignation of Mikhail Gorbachev. The Union of Soviet Socialist Republics, or USSR, dissolved into 15 independent states, marking the Federation's downfall and ending the Cold War which had lasted 44 years between the East and the West. The reasons for the collapse are subject to much debate; however, many place blame on the eighth and final leader of the Soviet Union, Mikhail Gorbachev. In 1985, Gorbachev was elected General Secretary of the Communist Party. For many, this was a relief and a sign of hope, as he promised a program of reform and fundamental change. The Soviet economy had come to a halt after a 20-year period known as the era of stagnation. This time of political and economic stagnation came under the leadership of Leonid Brezhnev, the fifth leader of the USSR. Stagnation thrived under Brezhnev, as the leaders of the Soviet Union were comfortable in their positions and did not feel they needed to implement change. This meant innovation was scarce, and the USSR, both politically and economically, was lagging far behind the Western world. The Soviet Union was also in the midst of the Cold War with the West, and the nuclear arms race was draining a lot of its resources. Gorbachev tried to de-escalate the Cold War, proposing a 50% reduction in nuclear weapons. However, his proposal was rejected in 1986. Stagnation, coupled with a high military budget, led to a crippled Soviet Union, which Gorbachev attempted to fix with his reforms. These modifications came in the form of perestroika and glasnost. Perestroika, or restructuring, allowed parts of the centrally planned economy to be opened up to private enterprise by introducing market mechanisms. Gorbachev hoped the economy would...