* Less than 1%

⁽¹⁾Designated person or group has sole voting and investment power.

⁽²⁾Pursuant to SEC Rule 13d-3, amounts shown include common shares that may be acquired by a person within 60 days of September 16, 2015. Therefore, the column titled “Percent (%)” has been computed based on (a) 28,395,880 common shares actually outstanding as of September 16, 2015; and (b) solely with respect to the person whose Rule 13d-3 Percentage Ownership of common shares is being computed, common shares that may be acquired within 60 days of September 16, 2015 upon exercise of options, warrants and/or convertible debt held only by such person.Corporate Governance

⁽³⁾Persons listed below haveThe Company’s Corporate Governance Principles, Corporate Code of Conduct, the right to acquireCommittee Charters for the listed numberAudit Committee and the Nominating and Corporate Governance Committee of shares upon exercisethe Board of stock options: 

⁽⁴⁾Peter Brennan is the beneficial ownerunofficial restated Certificate of Damel Diversified LP, Damel Partners LP,Incorporation and Lisl Brennan Family Trust 2005. Peter Brennan beneficially owns 1,408,386 shares (including the 40,000 stock options referenced in footnote 3 above) and has the right to acquire an additional 2,379,981 shares upon conversion of $2,498,980 of convertible debt. 

⁽⁵⁾Stan Yarbro beneficially owns 178,242 shares (including the 40,000 stock options referenced in footnote 3 above) and has the right to acquire an additional 95,238 shares upon conversion of $100,000 of convertible debt. 

⁽⁶⁾Rustin Howard beneficially owned 63,255 shares and has the right to acquire 90,000 shares upon exercise of stock options referenced in footnote 3 above. 

⁽⁷⁾Conrad Mir has the right to acquire 600,000 shares upon exercise of stock options referenced in footnote 3 above. 

⁽⁸⁾Carl O’Connell beneficially owns 3,125 shares and has the right to acquire 12,500 shares upon exercise of stock options referenced in footnote 3 above. 

⁽⁹⁾Information is basedBylaws are all available on a Schedule 13GA filed with the SEC on February 6, 2015. Joseph Finley beneficially owns 1,087,613 shares and has the right to acquire an additional 185,714 shares upon the exercise of stock warrants and 347,826 shares upon conversion of $80,000 of convertible debt. 

⁽¹⁰⁾Information is based on a Schedule 13GA filed with the SEC on March 16, 2015. Bard Associates beneficially own 2,500,025 shares and has the right to acquire an additional 1,250,000 shares upon the exercise of stock warrants. 

⁽¹¹⁾William Austin Lewis IV beneficially owns 1,177,500 shares and has the right to acquire 5,705,884 shares upon conversion of $1,192,352 of convertible debt and 3,957,109 shares upon the exercise of stock warrants. 

On September 16, 2015, the stock transfer records maintained by us with respect to our Preferred Stock showed that the largest holder of 5% Preferred Stock owned 500 shares; the largest owner of Class C Convertible Preferred Stock owned 375 shares. No directors own Preferred Stock. website atwww.calmaretherapeutics.com/investors/governance.html.

BENEFICIAL OWNERSHIP REPORTING CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

As of December 31, 2016, and December 31, 2015, the Company has $431,300 and $308,400, respectively, owed in fees to current directors, which are accounts payable.

As of December 31, 2016, and December 31, 2015, $2,598,980 of the outstanding notes payable were payable to related parties; $2,498,980 to the Chairman of our Board, Peter Brennan, and $100,000 to another director, Stan Yarbro. Accrued interest on these Notes, which are in categorized as accrued liabilities, was $615,000 and $28,000, respectively as of December 31, 2016, and $465,000 and $22,000, respectively, as of December 31, 2015. In addition, the Company has recorded additional interest on Mr. Brennan’s Notes, pending negotiations, of $1,432,000 as of December 31, 2016, and $1,007,000 as of December 31, 2015.

On September 15, 2015, the Company announced the appointment of Stephen J. D’Amato, M.D. as chief medical officer of the Company. During 2010, Calmar Pain Relief, LLC, purchased 10 Calmare devices from the Company for an aggregate purchase price of $550,000. Additionally, during 2016 and 2015, Calmar Pain Relief purchased certain supplies from the Company totaling $3,200 and $1,900, respectively. Dr. D’Amato is one of the managing members of Calmar Pain Relief, LLC.

On October 15, 2015, the Company entered into a consulting agreement with VADM Robert T. Conway, Jr., U.S. Navy, (Ret) (the “Admiral”), a former member of the Company’s Board of Directors. The agreement is for one year and includes compensation of a monthly retainer fee of $7,500 and a five-year warrant to purchase 167,000 shares of common stock of the Company, fully vested on the date of issuance, at a strike price of $.60 per share. As a result of this agreement, the Board of Directors determined that the Admiral is no longer an independent director of the Company. On January 19, 2017, the Admiral resigned from the Board of Directors. As of January 19, 2017, the Company has $30,000 in consulting fees payable to the Admiral.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our directors and executive officers and persons who beneficially own more than five percent10% of our common stock (referred to herein as the Common Stock to“reporting persons”) file reports of ownership and changes in ownership with the SEC various reports as per that appropriate SEC regulation(s) that requireto their ownership of and activities relating to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) formsreports they file.

Based solely onupon a review of copies of Section 16(a) reports and representations received by us from reporting persons, and without conducting any independent investigation of our own during the fiscal year ended December 31, 2016, all such reports received or written representations from certain reporting persons, we believe all reporting persons complied with all applicable reporting requirements. were timely filed.

DIRECTOR STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

Stockholders and other interested parties may send correspondence by mail to the full Board or to individual directors. Shareholders should address such correspondence to the Board or the relevant Board members in care of: Calmare Therapeutics Incorporated, 1375 Kings Hwy., Suite 400, Fairfield, CT 06824, Attention: Secretary.

All such correspondence will be compiled by our Secretary and forwarded as appropriate. In general, correspondence relating to corporate governance issues, long-term corporate strategy or similar substantive matters will be forwarded to the Board, one of the committees of the Board, or a member thereof for review. Correspondence relating to the ordinary course of business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications are usually more appropriately addressed by the officers or their designees and will be forwarded to such persons accordingly.

COMPENSATION DISCUSSION AND ANALYSIS

We have a standing Compensation Committee on our Board. Our President, or in the absence of a President, our Chief Executive Officer, makes recommendations to the committee as to employee benefit programs and officer and employee compensation. The Company’s compensation program consists of base salary, bonus, stock options, other incentive awards and other benefits, which the Committee generally reviews annually. The Committee’s overall philosophy is to align compensation with our business strategy and to support achievement of our long-term goals. In order to attract and retain competent executives, we believe it is essential to maintain an executive compensation program that provides overall compensation competitive with that paid to executives with comparable qualifications and experience. The Committee annually reviews all compensation plans to assure effectiveness and fiduciary responsibility.

Components of Compensation Program

Annual Base Salary.The Company provides officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salary ranges for officers are determined for each executive based on his or her position and responsibility using (i) market data, (ii) an internal review of the executive’s compensation, both individually and relative to other executive officers, and (iii) the individual performance of the executive.

Incentive Stock Options. In August 2016, the Board approved the 2016 Stock Option Plan. This Plan gives the Board the capability to promote high performance and achievement of corporate goals by all employees, encourage the growth of shareholder value, and allow all employees to participate in the long-term growth and profitability of the Company. At the Company’s Annual Meeting on November 9, 2016, the proposal to approve the 2016 Stock Option Plan did not receive the affirmative vote of a majority of outstanding shareholders. No options were issued in 2017. In 2018, the Board will consider the adoption of a 2018 Stock Option Plan.

Annual Cash Bonus. In addition to the competitive annual base salary, we intend to reward executive officers each year for the achievement of specific goals, which may be financial, operational or technological. We consider objectively measurable goals, such as obtaining new investment capital, negotiating valuable contracts and achieving research and regulatory milestones, and more subjective goals, such as quality of management performance and consistency of effort. The Company’s objectives include operating, strategic and financial goals the board considers critical to the Company’s overall goal of building shareholder value. Our recommendations for cash bonuses also take into account the Company’s liquidity and capital resources in any given year.

In August 2015, the Compensation Committee of the Board of Directors reviewed the performance of the Chief Executive Officer over the previous 18 months. Based on this performance, the Committee, which included Stanley Yarbro, recommended that the Board award the Chief Executive Officer 40% of the allowable bonus, which amounted to $53,000. The Committee, which included Stanley Yarbro, also recommended that the Board extend the contract of the Chief Executive Officer until September 30, 2016. Both recommendations were approved by the Board, which included two of the Minority Complaining Stockholders: Robert Conway and Stanley Yarbro.

In November 2016, the Compensation Committee of the Board of Directors reviewed the performance of the Chief Executive Officer over the previous 18 months. Based on this performance, the Committee, which included Stanley Yarbro, recommended that the Board award the Chief Executive Officer 20% of the allowable bonus, which amounted to $54,000. The Committee, which included Stanley Yarbro, also recommended that the Board extend the contract of the Chief Executive Officer. Both recommendations were approved by the Board.

Benefits. The Company provides executive officers with retirement and other personal benefits. These include medical, dental, vision, life, AD&D, short-term disability and long-term disability insurance, as well as a Company sponsored 401(k) plan. The Committee believes that these benefits are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for all positions. Officers are eligible to receive the same health and welfare benefits that are generally available to other employees and they contribute to their benefit premium on the same terms as other employees under the same plan and level of coverage.

Assessment of Risk. In the design of executive compensation plans, the Committee considers the desired behavior the Committee wants to incent and how that behavior relates to increasing shareholder value. The Committee does not feel that there are any compensation-related risks that are reasonably likely to have a material effect on the Company.

The annual base salaries and annual cash bonus targets for our current executive officers are shown in the table below.

*     Mr. Mir has deferred and accrued a total of nine and a half months of salary that has not been paid by the Company.

**   Mr. Richtarich has deferred and accrued a total of nine and a half months of salary that has not been paid by the Company so as not to burden the Company.

The following table summarizes the total compensation awarded to, earned by or paid by us for services rendered by the 4 highest paid ($100,000 or more) employees that served during the years ended December 31, 2016 and December 31, 2015.

Grants of Plan-Based Awards

During the quarter ended December 31, 2013, the Company granted 1,000,000 options to Conrad Mir. As approved by the Board which included one of the Minority Complaining Stockholders (Stanley Yarbro), these options vest over a four (4) year period, with 200,000 options vested upon issuance.

During the quarter ended June 30, 2014, the Company granted 300,000 options to Ian Rhodes. As approved by the Board, these options granted were expected to vest over a four (4) year period, with 60,000 options vested upon issuance. Upon his resignation on January 8, 2016, the 180,000 unvested options were forfeited. Additionally, the 120,000 vested options all expired 90 days from his resignation, per the Option Agreement.

Outstanding Equity Awards at December 31, 2016

⁽¹⁾Option awarded under the 2011 Employees’, Directors’ and Consultants’ Stock Option Plan, with one of the Minority Complaining Stockholders (Stanley Yarbro) voting to approve the options.

Director Compensation

Each of our non-employee directors is paid an annual cash retainer of $10,000, paid quarterly in arrears, for their services to the Company. In addition, directors are issued shares of common stock pursuant to our 1996 Directors Stock Participation Plan, as amended, and are granted stock options to purchase common stock pursuant to our 2011 Employees’ Directors’ and Consultants’2000 Directors Stock Option Plan, as amended, both as described below. In addition, the Chairman of the Board, if a non-employee, is paid fees for the additional responsibilities and time commitments required of him. These fees are equal to an additional $5,000 cash retainer, in addition to the amount noted above and an additional $500 for each Board meeting attended.

Each non-employee director is also paid $1,000 for each Board meeting attended and $500 for each committee meeting attended. All directors are reimbursed for out-of-pocket expenses incurred to attend Board and committee meetings.

On the first business day of January, each non-employee director who had been elected by the stockholders and had served at least one full year as a director, wasis issued a number of shares of common stock equal to the lesser of $15,000 divided by the per share fair market value of such stock on the issuance date, or 2,500 shares. If a non-employee director were to leave the Board after serving at least one full year, but prior to the January issuance date, we will issue shares of common stock to the director on a pro-rata basis up to the termination date.

Non-employee directors were granted 10,000 fully vested, non-qualified stock options to purchase our common stock on the date the individual was first elected as a director, whether by the stockholders or by the Board, and waswere granted 10,000 options on the first business day of January thereafter, provided the individual was still a director. The stock options granted were at an exercise price not less than 100% of the fair market value of the common stock at the grant date and had a term of five (5) years from date of grant; options granted under earlier, now expired plans had ten year terms. If an individual’s directorship terminated because of death or permanent disability, the stock options may be exercised within one year after termination. If the termination was for any other reason, the stock options may be exercised within 180 days after termination. However, the Board had the discretion to amend previously granted stock options to provide that such stock options may continue to be exercisable for specified additional periods following termination. In no event may a stock option be exercised after the expiration of its term.

Three of the Minority Complaining Stockholders (Stanley Yarbro, Robert Conway, and Steven Roehrich) have been participants in these plans for cash fees and stock options without any objection. Mr. Mir has not participated in these plans.

The following table summarizes the total compensation awarded to, earned by or paid by us for services rendered during fiscal yearyears ended December 31, 2014,2016 and December 31, 2015, to the non-employee Board of Director members:

¹⁾⁽¹⁾   In 2015, Mr. Roehrich, one of the Minority Complaining Stockholders, received $10,000 in cash. No other cash payments were made to directors for fees during 2015. No cash payments were made to Directorsdirectors for fees during 2014.2016.

²⁾⁽²⁾Each  In August 2016, each director serving on January 2, 20152016 received a stock option for 10,000 shares of common stock for services rendered during 2014 in January 2015 at $0.159$0.1427 per share under the 2011 Directors2016 Stock Option Plan approved by the Board of Directors in May 2011. We estimatedAugust 2016. Because the fair value of2016 Stock Option Plan was not approved by the stockholders at the Company’s Annual Meeting in November 2016, these options were cancelled. No stock awards at $0.159 per share usingoptions were awarded to Directors in 2017 for services rendered in the Black-Scholes option valuation model with expected life of 5 years, risk free interest rate of 1.61%, volatility of 164.53% and dividend yield of 0.prior year.

³⁾Each director serving on January 2, 20152016 received 2,500 shares of common stock for services rendered during 2014.2015. The fair market value of the stock was $0.17$0.19 per share. Each director serving on January 2, 2017 received 2,500 shares of common stock for services rendered during 2016. The fair market value of the stock was $0.19 per share.

⁴⁾⁽⁴⁾Mr. Brennan has served as Chairman since May of 2012.

⁽⁵⁾Mr. Conway resigned as a Director on January 19, 2017.

⁽⁶⁾Mr. Roehrich resigned as a Director on January 19, 2017.

Outstanding Equity Awards at January 2, 2015December 31, 2016 to Non-Employee Directors

⁽¹⁾These stock options were granted pursuant to our 2000 Directors Stock Option Plan. The shares were vested immediately on issuance.

⁽²⁾These stock options were granted pursuant to our 2011 Employees’ Directors’ and Consultants’ Stock Option Plan. The shares were vested immediately on issuance.

⁽³⁾Mr. Conway resigned as a Director on January 19, 2017.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE⁽⁴⁾Mr. Roehrich resigned as a Director on January 19, 2017.

Our Board of Directors determined that when a director’s services are outside the normal duties of a director, we compensate the director at the rate of $1,000 per day, plus expenses, which is the same amount we pay a director for attending a one-day Board meeting. We classify these amounts as consulting expenses, included in personnel and other direct expenses relating to revenues.

Five of CTI’s Board Nominees - Rustin Howard, Carl O’Connell, Stan Yarbro, Steve Roehrich and Robert Conway - are considered to be independent directors.

REPORTSECURITY OWNERSHIP OF THE COMPENSATION COMMITTEECERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This report of the Compensation Committee (the “Committee”) shall not be deemed incorporated by reference by any general statement incorporating the Proxy Statement by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 (collectively the “Acts”), except to the extent that CTI specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

CTI’s compensation program consists of base salary, bonus, stock options, other incentive awards and other benefits, which the Committee generally reviews annually. The Committee’s overall philosophy is to align compensation with our business strategy and to support achievement of our long-term goals. In order to attract and retain competent executives, we believe it is essential to maintain an executive compensation program that provides overall compensation competitive with that paid to executives with comparable qualifications and experience.

In May 2011, the Committee presented the 2011 Employees’, Directors’ and Consultants’ Stock Option Plan (“The 2011 Plan”) to the Board of Directors, which voted to approve it. The 2011 Plan was filed with the U.S. Securities and Exchange Commission as Exhibit 10.1 of the Registration Statement on Form S-8 filed on May 26, 2011.

The Board of Directors is in the process of reviewing all compensation plans to assure effectiveness and fiduciary responsibility.

Compensation Committee Report: 

We have reviewed and discussed with management certain Executive Compensation and Compensation Discussion and Analysis provisions to be included in the Company’s Annual Report on Form 10-K, filed pursuant to the Exchange Act, as amended (the “Annual Report”). Based on the reviews and discussions referred to above, we recommend to the Board of Directors that the Executive Compensation and Compensation Discussion and Analysis provisions referred to above be included in the Company’s Annual Report.

Submitted by the Compensation Committee of the Board of Directors

Robert G. Moussa (Chairman) 

Stan Yarbro 

Rustin Howard

REPORT OF THE AUDIT COMMITTEE

The Audit Committee will review and discuss with management our audited financial statements as of and for the year ended December 31, 2014 as well as our Annual Report on Form 10-K, prior to those reports being filed. The Audit Committee has reviewed and discussed with management our Quarterly Reports on Form 10-Q for the year ended December 31, 2014, before those reports were filed.

The Audit Committee discussed with our independent registered accountants, Mayer Hoffman McCann, CPAs, the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”).

The Audit Committee received the written disclosures from Mayer Hoffman McCann CPAs required by the applicable requirements of the PCAOB concerning independence. The Audit Committee discussed with Mayer Hoffman McCann CPAs their independence from management and from CTI.

The Audit Committee discussed with Mayer Hoffman McCann CPAs the overall scope, plans and budget for its audit. In addition, the Audit Committee meets with Mayer Hoffman McCann CPAs regularly, with or without management present, to discuss the results of Mayer Hoffman McCann CPAs’ examination, evaluation of CTI’s internal controls, and the overall quality of CTI’s financial reporting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements as of and for the years ended December 31, 2014 and 2013, be included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Audit Committee:

Rustin Howard 

Robert Moussa 

Stan Yarbro (Chairman)

EXECUTIVE OFFICERS

On September 12, 2013, Mr. Carl O’Connell, the CEO of the Company notified the Company’s Board of Directors of his resignation from his position as CEO, effective September 26, 2013. Mr. O’Connell has remained a member of the Board of Directors. On September 30, 2013, the Board of Directors removed Johnnie D. Johnson as consultant and Company CFO. On September 27, 2013, the Board of Directors of the Company appointed Conrad Mir as the Company’s new president and CEO, and elected him as a member of the Board of Directors. On September 30, 2013, in connection with Mr. Johnson’s removal, Mr. Mir was appointed as the Company’s interim-CFO. On May 22, 2014, the Company appointed Mr. Ian Rhodes as executive VP and CFO of the Company.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

We have a standing compensation committee on our Board. Our president, or in the absence of a president, our CEO, makes recommendations to the committee as to employee benefit programs and officer and employee compensation.

Annual Base Salary.The base salary for our new president and CEO was set in the employment agreement dated October 1, 2013, and which was filed with the U.S. Securities and Exchange Commission as Exhibit 10.43 of the Form 10-K filed on April 16, 2014.

Incentive Stock Options. Our new president and CEO received 1,000,000 incentive stock options effective October 1, 2013, as set out in the employment agreement dated October 1, 2013, and which was filed with the U.S. Securities and Exchange Commission as Exhibit 10.43 of the Form 10-K filed on April 16, 2014. The stock options vest over a four-year period.

Annual Cash Bonus. In addition to the competitive annual base salary, we intend to reward executive officers each year for the achievement of specific goals, which may be financial, operational or technological. We consider objectively measurable goals, such as obtaining new investment capital, negotiating valuable contracts and achieving research and regulatory milestones, and more subjective goals, such as quality of management performance and consistency of effort. CTI’s objectives include operating, strategic and financial goals the board considers critical to CTI’s overall goal of building shareholder value. Our recommendations for cash bonuses also take into account CTI’s liquidity and capital resources in any given year.

Because CTI did not meet its financial goals for the fiscal year and because of other concerns, the Compensation Committee of the Board of Directors determined not to award cash bonuses to any executive officers or to any employees for the fiscal year ended December 31, 2014.

The following table summarizesinformation indicates the total compensation awardedbeneficial ownership of our stock by each director nominee, and by each person known to earned by or paid by us for services rendered byto be the 3 highest paid ($100,000 or more) employees that served duringbeneficial owner of more than 5% of our outstanding stock. The indicated owners, which have sole voting and investment power, have furnished such information to us as of July 17, 2017, except as otherwise indicated in the years ended December 31, 2014 and December 31, 2013.  footnotes.

* Less than 1%

⁽¹⁾Mr. O’Connell joined the Company in November 2012Designated person or group has sole voting and resigned as President and Chief Executive Officer in September 2013, but continued to serve on the Board.investment power.

⁽²⁾Mr. Mir joined the Company in September 2013.

⁽³⁾Mr. Rhodes joined the Company in May 2014.

⁽⁴⁾Ms. Murphy left the Company in January 2014.

⁽⁵⁾ThePursuant to SEC Rule 13d-3, amounts shown in thisinclude common shares that may be acquired by a person within 60 days of October 7, 2016. Therefore, the column indicate the grant date fair valuetitled “Percent (%)” has been computed based on (a) 28,966,639 common shares actually outstanding as of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of these options can be found in Note 14 to our financial statements included in our 2014 Form 10-K.

Grants of Plan-Based Awards 

During the quarter ended March 31, 2013, the Company granted 1,000,000 options to Carl O’Connell. As approved by the Board of Directors, these options granted were expected to vest over a four (4) year period, with 200,000 options vesting upon issuance. Upon his resignation on September 26, 2013, the 800,000 unvested options were forfeited. Additionally, the 200,000 vested options all expired 90 days from his resignation, per the Option Agreement.

During the quarter ended December 31, 2013, the Company granted 1,000,000 options to Conrad Mir. As approved by the Board of Directors, these options vest over a four (4) year period, with 200,000 options vested upon issuance.

During the quarter ended June 30, 2014, the Company granted 300,000 options to Ian Rhodes. These options vest over a four (4) year period, with 60,000 options vested upon issuance.

Outstanding Equity Awards at December 31, 2014 

⁽¹⁾Option awarded under the 2011 Employees’, Directors’2016; and Consultants’ Stock Option Plan.

PROPOSAL 2: TO RATIFY THE APPOINTMENT OF MAYER HOFFMAN MCCANN, CPAS AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015

REGISTRANT’S CERTIFYING ACCOUNTANT

Mayer Hoffman McCann CPAs (the New York Practice of Mayer Hoffman McCann P.C.) (“MHM”) have been the independent registered public accountants for the company.

Fees Billed by Principal Accountants – The following table presents fees for professional services billed by MHM for the years ended December 31, 2014 and December 31, 2013:

⁽¹⁾Fees for S-1 and S-8 review.

MHM leases substantially all its personnel, who work under the control of MHM shareholders, from wholly-owned subsidiaries of CBIZ, Inc., in an alternative practice structure.

Audit Committee Pre-Approval of Services of Principal Accountants

The Audit Committee has the sole authority and responsibility to select, evaluate, determine the compensation of, and, where appropriate, replace the independent auditor. After determining that providing the non-audit services is compatible with maintaining the auditor’s independence, the Audit Committee pre-approves all audits and permitted non-audit services to be performed by the independent auditor, except for de minimis amounts. If it is not practical for the Audit Committee to meet to approve fees for permitted non-audit services, the Audit Committee has authorized its chairman, currently Mr. Yarbro, to approve them and to review such pre-approvals with the Audit Committee at its next meeting.

Ratification of Selection of Independent Public Accountants

The persons named in the enclosed proxy will vote to ratify the selection of Mayer Hoffman McCann CPAs as independent public accountants for the year ending December 31, 2015, unless otherwise directed by the shareholders. Shareholder ratification of Mayer Hoffman McCann CPAs as the Company’s independent public accountants is not required by the Company’s bylaw or otherwise. However, the Company is submitting selection of Mayer Hoffman McCann CPAs to the shareholders for ratification as a matter of good corporate practice. If the shareholders do not ratify the selection of Mayer Hoffman McCann CPAs as the Company’s independent public accountants, the Audit Committee will reconsider the selection of such independent public accountants. If the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of different independent public accountants at any time during the year if it determines that such a change would be in the best interest of the Company and its shareholders.

Vote Required

The affirmative vote of a majority of the shares of Common Stock present or represented by proxy at the Annual Meeting is necessary for the ratification of Mayer Hoffman McCann CPAs as independent public accountants for the fiscal year ended December 31, 2015.

Recommendation

Our Board of Directors recommends that shareholders voteFOR the ratification of Mayer Hoffman McCann CPAs as independent public accountants for the fiscal year ended December 31, 2015.

PROPOSAL 3: TO AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 40 MILLION TO 100 MILLION

The Board has proposed an amendment to the certificate of incorporation to increase the number of authorized shares of common stock from 40,000,000 to 100,000,000 shares.

The Board believes it is in the best interest of the Company to increase the number of authorized shares of common in order to give the Company greater flexibility in considering and planning for future potential business needs. Having the additional authorized shares available is important to our continued efforts to execute our plan, including raising capital to support our business. The additional shares of common stock will be available for issuance by the Board for various corporate purposes, including but not limited to, grants under employee stock plans, financings, potential strategic transactions, including mergers, acquisitions, strategic partnerships, joint ventures, divestitures, business combinations, stock splits, stock dividends, as well as other general corporate transactions. If the authorization of an increase in the available common stock is postponed until the foregoing specific needs arise, the delay and expense incident to obtaining approval of the stockholders at that time could impair our ability to meet the objectives.

As of September 16, 2015, we had (i) 28,395,880 outstanding shares (ii) 1,742,500 shares potentially issuable for common stock options, (iii) 7,864,013 shares potentially issuable for common stock warrants, (iv) 1,470,588 shares potentially issuable for conversion of Series C convertible preferred stock and (v) 9,118,566 shares potentially issuable for conversion of convertible debt.

Other than those listed above, we currently have no plan, commitment, arrangement, understanding or agreement, either oral or written, regarding the issuance of our common stock subsequent to the proposed increase in the number of authorized shares.

If this proposal is approved, the additional authorized shares may be issued at the discretion of the Board without further stockholder action. The adoption of the amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders. However, the issuance of shares of common stock, other than on a pro-rata basis to all stockholders, would reduce each stockholder’s proportionate interest in the Company. The holders of any of the additional shares of common stock issued in the future would have the same rights and privileges as the holders of the shares of common stock currently authorized and outstanding. Those rights do not include preemptive rights(b) solely with respect to the future issuanceperson whose Rule 13d-3 Percentage Ownership of anycommon shares is being computed, common shares that may be acquired within sixty (60) days of December 31, 2016 upon exercise of options, warrants and/or convertible debt held only by such person.

⁽³⁾Persons listed below have the right to acquire the listed number of shares upon exercise of stock options:

⁽⁴⁾Peter Brennan is the beneficial owner of Damel Diversified LP, Damel Partners LP, and Lisl Brennan Family Trust 2005. Peter Brennan beneficially owns 1,409,615 shares (including the 42,500 stock options referenced in footnote 3 above) and has the right to acquire an additional 2,379,981 shares upon conversion of $2,498,980 of convertible debt.

⁽⁵⁾Rustin Howard beneficially owns 38,676 shares and has the right to acquire 82,500 shares upon exercise of stock options referenced in footnote 3 above.

⁽⁶⁾Conrad Mir beneficially owns 509,686 shares and has the right to acquire 800,000 shares upon exercise of stock options referenced in footnote 2 above.

⁽⁷⁾Carl O’Connell beneficially owns 5,625 shares and has the right to acquire 12,500 shares upon exercise of stock options referenced in footnote 3 above.

⁽⁸⁾Thomas P. Richtarich beneficially owns 0 shares.

⁽⁹⁾Joseph Finley beneficially owns 1,087,613 shares and has the right to acquire an additional 185,714 shares upon the exercise of stock warrants and 347,826 shares upon conversion of $80,000 of convertible debt.

⁽¹⁰⁾Information is based on a Schedule 13G filed with the SEC on February 1, 2016. Bard Associates beneficially own 2,500,025 shares.

⁽¹¹⁾William Austin Lewis IV beneficially owns 1,177,500 shares and has the right to acquire 8,058,823 shares upon conversion of $1,752,941 of convertible debt.

⁽¹²⁾HK Opportunity Group, LLC has the right to acquire 3,529,412 shares upon conversion of $705,882 of convertible debt.

⁽¹³⁾Joseph J. Prischak beneficially owns 36,000 shares and has the right to acquire 3,529,412 shares upon conversion of $705,882 of convertible debt.

⁽¹⁴⁾LP Funding, LLC beneficially owns 1,400,000 shares.

IncreasingOn July 17, 2017, the availability of authorized but unissued shares of common stock could have an anti-takeover effect because the potential issuance of such shares could dilute certain rights of a person seeking to obtain control of the Company or to change the Company’s management. The Board has no present intention of using such shares in this manner. The Company does not have any current plans, agreements, arrangements or understandingtransfer records maintained by us with respect to our Preferred Stock showed that the planned issuancelargest holder of Preferred Stock owned 500 shares; the newly authorized shareslargest owner of common stock.Class C Convertible Preferred Stock owned 375 shares. No directors own Preferred Stock.

If the Certificate of Incorporation amendment is approved, as soon as practicable after the 2015 Annual Meeting, we will file an amendment to the Certificate of Incorporation with the office of the Secretary of State of Delaware to reflect the increase in the authorized number of shares of our common stock. Upon approval and following such filing with the Secretary of State of Delaware, the Certificate of Incorporation amendment will become effective on the date it is filed.

Vote Required to Approve the Increase in Authorized Common Shares

The affirmative vote of the holders of a majority of the shares of Common Stock outstanding and entitled to vote at the Annual Meeting is required to adopt and approve the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares.

RecommendationSTOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES

Our BoardStockholder Proposals Submitted Pursuant to Rule 14a-8 of Directors unanimously recommends that you vote “FOR” Item 3, The Proposal to amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 40 million to 100 million.Exchange Act

PROPOSALS OF SHAREHOLDERS

Shareholders who wish to present proposals under SEC Rule 14a-8 toTo be includedconsidered for inclusion in ournext year’s Proxy Statement and form of proxy in connection withpursuant to Rule 14a-8 of the August 2016Exchange Act, and acted upon at the Company’s 2018 Annual Meeting of Shareholders,Stockholders (the “2018 Annual Meeting”), stockholder proposals must submit those proposals so that we receive thembe submitted in writing to the attention of our Secretary at our principal office, no later than 120one hundred and twenty (120) calendar days prior to the anniversary of the date of our prior annual meeting. In order to avoid controversy, stockholders should submit proposals by means (including electronic) that permit them to prove the date of delivery. Such proposals also need to comply with Rule 14a-8 of the Exchange Act and the interpretations thereof, and may be omitted from the Company’s proxy materials for the 2018 Annual Meeting if such proposals are not in compliance with applicable requirements of the Exchange Act.

Director Nominations and Stockholder Proposals Not Submitted Pursuant to Rule 14a-8 of the Exchange Act

Our Amended and Restated Bylaws also establish advance notice procedures with regard to stockholder proposals or director nominations that are not submitted for inclusion in the Proxy Statement. With respect to such stockholder proposals or director nominations, a stockholder’s advance notice must be made in writing, must meet the requirements set forth in our Amended and Restated Bylaws and must be delivered to, or mailed by first class United States mail, postage prepaid, and received by, our Corporate Secretary at our principal office no earlier than January 15, 2018 and no later than the close of business on February 15, 2018. However, in the event the 2018 Annual Meeting is scheduled to be held on a date before May 15, 2018, or after June 15, 2018, then such advance notice must be received by us not later than the close of business no earlier than one hundred fifty (150) days and no later than ninety (90) days before the proxy availability date of our Proxy Statement in connection with that meeting. If we meet this year’s proxy availability date of August 15, 2016, we must receive such proposals for next year’s2018 Annual Meeting no later than March 30, 2016.

Shareholders who wish to present matters outside the processes of SEC Rule 14a-8 to be included in our Proxy Statement and form of proxy in connection with the August 2016 Annual Meeting of Shareholders, must submit notice of those matters so that we receive them no later than 45 days before the proxy availability date of our Proxy Statement in connection that meeting. If we meet this year’s expected availability date of August 15, 2016, we must receive notice of such matters for next year’s Annual Meeting no later than June 30, 2016. Notice received after June 30, 2016 will be untimely and subject to the discretionary authority described in the last sentence of this Proxy Statement.

Meeting.

OTHER MATTERS General Requirements

We will payEach proposal submitted must be a proper subject for stockholder action at the cost of soliciting proxies, including preparation, assembly, printingmeeting, and mailing of the Notice of Internet Availability of Proxy Materials,all proposals and any additional information furnished to shareholders. Arrangements willnominations must be made to furnish solicitation materials to brokerage houses, custodians, nominees and other fiduciaries, holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. We will reimburse these third-parties for reasonable out-of-pocket expenses. Solicitation of proxies by mail may be supplemented by telephone, telegram, electronic transmission or personal solicitation by our directors, officers or other regular employees of the Company. No additional compensation will be paid to directors, officers or other regular employees for such services. We have retained Broadridge, located at 51 Mercedes Way, Edgewood, NY 11717, for an estimated fee of $15,000, plus out of pocket expenses, to assist in distributing proxy materials and soliciting proxies.

Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports and any other reports filed with or furnished to the SEC also are available on or through our website atwww.calmaretherapeutics.com as soon as reasonably practicable after they are filed with or furnished to the SEC.

Upon written request, we will provide without charge (except for exhibits) to any shareholder of record or beneficial owner of our securities, a copy of our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2014, including the financial statements and schedules thereto. Exhibits to said report will be provided upon payment of fees limited to our reasonable expenses in furnishing such exhibits. Written requests should be addressedsubmitted to: Corporate Secretary, Calmare Therapeutics Incorporated, 1375 Kings Highway East,Hwy., Suite 400, Fairfield, Connecticut,CT 06824. The stockholder proponent must appear in person to present the proposal or nomination at the meeting or send a qualified representative to present such proposal or nomination. If a stockholder gives notice after the applicable deadlines or otherwise does not satisfy the relevant requirements of Rule 14a-8 of the Exchange Act or our Bylaws, the stockholder will not be permitted to present the proposal or nomination for a vote at the meeting.

Some brokersDiscretionary Authority Pursuant to Rule 14a-4(c) of the Exchange Act

If a stockholder who wishes to present a proposal before the 2018 Annual Meeting outside of Rule 14a-8 of the Exchange Act fails to notify us by the required dates indicated above for the receipt of advance notices of stockholder proposals and other nominee record holders may be participatingproposed director nominations, the proxies that our Board solicits for the 2018 Annual Meeting will confer discretionary authority on the person named in the practiceproxy to vote on the stockholder’s proposal if it is properly brought before that meeting subject to compliance with Rule 14a-4(c) of “householding” corporate communicationsthe Exchange Act. If a stockholder makes timely notification, the proxies may still confer discretionary authority to shareholders, such asthe person named in the proxy statementsunder circumstances consistent with the SEC’s proxy rules, including Rule 14a-4(c) of the Exchange Act.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

In order to reduce costs and annual reports. This means thatin accordance with SEC rules, we deliver only one copy of this ProxyConsent Revocation Statement including the Notice of Internet Availability of Proxy Materials, may have been sent to multiple shareholders in your household. Wesharing an address, unless we receive contrary instructions from one or more of such shareholders. Notwithstanding the foregoing, we will deliver promptly, will deliverupon written or oral request to the Company at the telephone number and address noted below, a separate copy of this Proxy Statementour consent revocation statement to you if you calleach shareholder at a shared address to which a single copy of the documents are delivered. Stockholders who wish to receive a separate copy of our proxy statement and annual report in the future should contact the Company by calling (203) 368-6044 or write us at the following address or phone number: Secretary,writing, Calmare Therapeutics Incorporated, 1375 Kings Highway East,Hwy., Suite 400, Fairfield, Connecticut, 06824, telephone: (203) 368-6044. If in the future you want toCT 06824. Shareholders sharing an address who currently receive separatemultiple copies of our corporate communications to shareholders, such as the Notice of Internet Availability of Proxy Materials, proxy statements and annual reports, or if you are receiving multiple copies and would likebut who wish to receive only onea single copy for your household, you should contact your broker or other nominee record holders, or you may contact usof such materials, can request that only a single copy be provided by contacting the Company at the abovesame number or address.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s website at http://www.sec.gov. We also maintain a website at http://www.calmaretherapeutics.com, through which you can access our SEC filings. The information set forth on our website is not part of this consent revocation statement.

FORWARD-LOOKING STATEMENTS

This Consent Revocation Statement includes “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this consent revocation statement regarding our financial position, business strategy and plans and objectives of management for future operations and capital expenditures are forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements and the assumptions upon which the forward-looking statements are based are reasonable, we can give no assurance that such expectations and assumptions will prove to have been correct.

IMPORTANT

The Board urges you NOT to return any consent card solicited sent to you by the Complaining Minority Stockholders. If you have previously returned any such consent card sent by the Complaining Minority Stockholders, you have every right to revoke your consent. Simply complete, sign, date and mail the enclosed GOLD Consent Revocation Card in the postage-paid envelope provided, whether or not you previously returned the consent card sent by the Complaining Minority Stockholders.

If you have any questions or need assistance revoking your consent on your Shares, please call or contact:

Harkins Kovler, LLC

1 Rockefeller Plaza

10th Floor

New York, NY 10020

Telephone: +1 (212) 468-5380

FAX: +1 (212) 468-5381

Email: cttc@harkinskovler.com

which has been retained by the Company to solicit Consent Revocation Cards.

Appendix A

SUPPLEMENTAL INFORMATION CONCERNING PARTICIPANTS IN THE COMPANY’S SOLICIATION OF CONSENT REVOCATIONS

The following tables (“The Directors” and “Executive Officers and Employees”) and the text preceding the tables set forth list the name and business address of the directors of the Company and phone number. the name, present principal occupation and business address of the Company’s executive officers and employees who, under SEC rules, are considered to be participants in the Company’s solicitation of consent revocations from its stockholders in connection with the Complaining Minority Statement (collectively, the “Participants”).

The Directors

The Boardprincipal occupations of the Company’s directors listed below are included in the biographies under the section above titled “Current Directors of the Company.” The business addresses for each of these directors is c/o Calmare Therapeutics Incorporated, 1375 Kings Hwy., Suite 400, Fairfield, CT 06824.

Executive Officers and Employees

The executive officers of the Company who are considered Participants, as well as their positions with the Company, which constitute their respective principal occupations, are listed below. The business address for each of these executive officers is c/o Calmare Therapeutics Incorporated, 1375 Kings Hwy., Suite 400, Fairfield, CT 06824.

Information Regarding Ownership of Company Securities By Participants

The number of shares of the Company’s common stock beneficially held as of December 31, 2016 by its directors and those executive officers who are Participants appears in the “Security Ownership of Certain Beneficial Owners and Management” section of this Consent Revocation Statement. Except as described in this Appendix A or otherwise in this consent revocation statement, none of the persons listed above in “The Directors” and “Executive Officers and Employees” owns any debt or equity security issued by us of record that he or she does not awarealso own beneficially.

Transactions in the Company’s Securities by Participants—Last Two Years

Each of the director Participants received 2,500 Shares on each of January 2, 2016 and January 2, 2017. Conrad Mir received 442,751 Shares in 2016 in place of cash bonuses Mr. Mir was awarded by the Board. Mr. Mir also had 200,000 options to purchase Shares become exercisable in October 2017.

Miscellaneous Information Regarding Participants

Except as described in this Consent Revocation Statement or this Appendix A, to the Company’s knowledge: none of the Participants (i) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, any shares or other securities of the Company or any of the Company’s subsidiaries, (ii) has purchased or sold any of such securities within the past two years, or (iii) is, or within the past year was, a party to any contract, arrangement or understanding with any person with respect to any such securities. Except as disclosed in this Appendix A or this Consent Revocation Statement, no associates of a “participant” beneficially owns, directly or indirectly, any of our securities. Other than as disclosed in this Appendix A or this Consent Revocation Statement, neither we nor any of the “participants” have a substantial interest, direct or indirect, by security holdings or otherwise, in any matter thatto be acted upon in the Complaining Minority Stockholders Consent Solicitation. In addition, neither the Company nor any of the Participants has been within the past year party to any contract, arrangement or understanding with any person with respect to any of our securities, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies.

Other than as set forth in Appendix A or this Consent Revocation Statement, none of the Participants or any of their associates have (i) any arrangements or understandings with any person with respect to any future employment by the Company or the Company’s affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party or (ii) a direct or indirect material interest in any transaction or series of similar transactions since the beginning of the Company’s last fiscal year or any currently proposed transactions, to which the Company or any of its subsidiaries was or is to be presented for actiona party in which the amount involved exceeded $120,000.

PRELIMINARY CONSENT REVOCATION CARD

SUBJECT TO COMPLETION DATED JANUARY [●], 2018

CALMARE THERAPEUTICS INCORPORATED

CONSENT REVOCATION CARD – GOLD

CONSENT REVOCATION

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

OF

CALMARE THERAPEUTICS INCORPORATED

The undersigned, a holder of shares of common stock, par value $0.01 per share (the “Shares”), of Calmare Therapeutics Incorporated (the “Company”), acting with respect to all Shares held by the undersigned at the meeting other thanclose of business on November 16, 2017, hereby acts as follows concerning the mattersproposals of the Calmare Committee to Restore Stockholder Value (the “Complaining Minority Stockholders”) set forth herein. Shouldon the reverse side.

Important Notice Regarding the Availability of Materials for the

Notice of Consent Revocation Solicitation

The Consent Revocation Statement is available at:

http://calmaretherapeutics.com/investors/sec.html

THE BOARD OF DIRECTORS OF THE COMPANY

URGES YOU TO MARK THE “YES, REVOKE MY

CONSENT” BOXES

[X] Please mark votes as in this example.

Proposal No. 1 Removal of Conrad Mir, Peter Brennan, Rustin Howard and Carl O’Connell: This Minority Proposal provides for the removal without cause of four of the five directors of the Company.

YES, REVOKE MY CONSENT [ ]

NO, DO NOT REVOKE ANY PRIOR CONSENT [ ]

Proposal No. 2 Election of Nominees: This Minority Proposal is to elect the following five Nominees of the Minority Complaining Stockholders to fill the vacancies if Proposal 1 is approved: (i) Stanley Yarbro, 68, (ii) Robert Conway, 67, (iii) Steve Roehrich, 67, (iv) Robert Davis, 60, and (v) Benjamin Large, 38.

YES, REVOKE MY CONSENT [ ]

NO, DO NOT REVOKE ANY PRIOR CONSENT [ ]

IF YOU WISH TO REVOKE CONSENT TO THE REMOVAL OF CERTAIN OF THE PERSONS NAMED OR REFERENCED IN PROPOSAL #2, BUT NOT ALL OF THEM, CHECK THE “YES, REVOKE MY CONSENT” BOX ABOVE AND WRITE THE NAME OF EACH SUCH PERSON YOU WANT TO BE REMOVED IN THE FOLLOWING SPACE:________________________________________________________________________

Proposal No. 3 Amendment to Bylaws Fixing the Number of Directors: Fix the number of directors on the Board at five directors.

YES, REVOKE MY CONSENT [ ]

NO, DO NOT REVOKE ANY PRIOR CONSENT [ ]

(Continued and to be signed on the reverse side)

Proposal No. 4 Amendment to Bylaws Regarding Change in Number of Directors: This Minority Proposal attempts to amend the Company’s Bylaws to require the unanimous vote of all the members of the Board for any other matters requiringamendment by the Board to the Bylaws, which would change the number of directors constituting the Board.

YES, REVOKE MY CONSENT [ ]

NO, DO NOT REVOKE ANY PRIOR CONSENT [ ]

Proposal No. 5 Amendment to Bylaws Regarding Vacancies: This Minority Proposal attempts to amend Section 2.01 of the Company’s Bylaws so that only Company stockholders (and not the Board) can fill any vacancies on the Board created as a result of death, resignation, disqualification, removal or otherwise. If this Minority Proposal is revoked (as requested by the Company), the Board will continue to be able to fill any such vacancy by a majority vote of the shareholders arise,remaining directors.

YES, REVOKE MY CONSENT [ ]

NO, DO NOT REVOKE ANY PRIOR CONSENT [ ]

Proposal No. 6 Repeal of Additional Bylaws or Bylaw Amendments: This Minority Proposal attempts to repeal each provision of the proxies inCompany’s Bylaws or amendments of the enclosed form confer uponBylaws that are adopted after October 10, 2010 (the last date of changes) and before the person or persons entitled to voteeffectiveness of the shares represented by such proxies’ discretionary authority to vote the same in respect of any such other matters in accordance with their best judgment in the interest of CTI.foregoing Proposals, and it does not disclose what provisions it would repeal.

YES, REVOKE MY CONSENT [ ]

NO, DO NOT REVOKE ANY PRIOR CONSENT [ ]

THE BOARD OF DIRECTORS OF THE COMPANY URGES YOU TO MARK THE “YES, REVOKE MY CONSENT” BOXES FOR ALL PROPOSALS.

UNLESS OTHERWISE INDICATED ABOVE, THIS CONSENT REVOCATION CARD REVOKES ALL PRIOR CONSENTS GIVEN WITH RESPECT TO THE PROPOSALS SET FORTH HEREIN. UNLESS YOU SPECIFY OTHERWISE, BY SIGNING AND DELIVERING THIS CONSENT REVOCATION CARD TO THE COMPANY, YOU WILL BE DEEMED TO HAVE REVOKED CONSENT TO ALL OF THE PROPOSALS SET FORTH HEREIN. IN ORDER FOR THE CONSENT REVOCATION TO BE VALID, IT MUST BE SIGNED. PLEASE MARK, SIGN, DATE AND MAIL THIS CONSENT REVOCATION USING THE POSTAGE-PAID ENVELOPE PROVIDED.

Dated: September 22, 2015(Please sign exactly as shown on your stock certificate. When signing as partner, corporate officer, attorney, executor, administrator, trustee, guardian, etc., give full title as such and sign your own name as well. If stock is held jointly, each joint owner should sign.)