THE MERGER

Upon the effective time of the Merger, USG will be merged with and into DAS, with USG surviving the Merger as the wholly-owned subsidiary of the Company. Immediately after the Merger, USG shareholders will own approximately 90.8% of the Common Stock of the Company, (including shares of Common Stock issuable upon conversion of Series C Preferred Stock) and the Company shareholders will own will own approximately 9.2% of the Common Stock of the Company.

REASONS FOR THE MERGER

Each of the board of directors of the Company and USG also considered other reasons for the Merger, as described herein.

The Company’s Board of Directors and the Finance and Investment Committee (the “Special Committee”) considered the following factors in reaching its conclusion to approve the Merger and to recommend that the Company’s shareholders approve the Merger and the issuance of the Merger Consideration, all of which the Company’s Board of Directors and the Special Committee viewed as supporting its decision to approve the business combination with USG:

In the course of reaching its decision to approve the Merger, the Board of Directors of USG consulted with its senior management, financial advisor and legal counsel, reviewed a significant amount of information and considered a number of factors, including, among others:

FAIRNESS OPINION OF ROTH CAPITAL PARTNERS

Roth Capital Partners LLC, a full service investment banking firm dedicated to the small-cap public market, was retained to provide an opinion as to the fairness of the Merger Consideration to the shareholders of the Company from a financial point of view. Roth Capital Partners LLC assessed the value of the Merger Consideration using publicly available and other information provided by the Company such as financial information including financial performance and operating data of the Company and USG. In addition, Roth Capital Partners LLC engaged in discussions with management of the Company with respect to past and current operations and financial condition and prospects of the Company and USG and the strategic rationale for, and the potential benefits of, the Merger. Roth Capital Partners, LLC was paid $52,500 for the fairness opinion.

Based on the foregoing, in a letter dated November 28, 2016, Roth Capital Partners concluded that the Merger Consideration was fair, from a financial point of view, to the shareholders of the Company.

A copy of the fairness opinion is attached as Annex B to this proxy statement/prospectus and is incorporated by reference in its entirety into this proxy statement/prospectus.

OVERVIEW OF THE MERGER AGREEMENT

Surviving Corporation

At the effective time of the merger all the properties, rights, privileges, powers and franchises of DAS and USG will vest in the surviving corporation debts, liabilities and obligations of DAS and USG will become the debts, liabilities and obligations of the Surviving Corporation. In addition, the articles of incorporation and bylaws of USG in effect at the effective time will become the articles of incorporation and the bylaws of the surviving corporation. Furthermore, the officers and directors of USG and DAS in office immediately prior to the effective time will be the officers and directors of the surviving corporation.

Merger Consideration

At the effective time of the merger, the outstanding shares of common stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of USG will be converted into the right to receive an aggregate of (i) up to 45,880,820 shares of Common Stock of the Company (including shares of Common Stock issuable upon conversion of our newly designated Series C Preferred Stock, (ii) options held by certain USG holders will be exchanged for five-year options to purchase up to 925,833 shares of the Company’s Common Stock at an exercise price equal to $0.90 per share which vest 1/24 each month over the 2 years from the original date of issue and (iii) warrants held by USG holders will be exchanged for five-year cashless warrants to purchase up to 1,809,436 shares of the Company’s Common Stock at an exercise price equal to $0.66 per share (collectively, the “Merger Consideration”) as consideration for the acquisition of USG in accordance with The NASDAQ Stock Market Rules (“Stock Market Rules”).

Conditions to the Consummation of the Merger

In addition to closing conditions described in more detail hereafter, the closing of the Merger is subject to customary closing conditions, including, among other things:

Lock-up Agreements

As a condition to the closing of the Merger certain USG security holders have entered into lock-up agreements pursuant to which such parties have agreed not to, except in limited circumstances, sell or transfer, or engage in swap or similar transactions with respect to, shares of the Company’s Common Stock, including, as applicable, shares received in the Merger from that effective time of the Merger until one or two years following the closing of the Merger. See section entitled “ Merger Consideration ” in this proxy statement/prospectus.

As of February 24, 2017, no Dataram Company’s shareholders have lock-up agreements

Escrow Shares

At the Effective Time of the Merger, the Company shall deliver to the escrow agent, Merger Consideration consisting of 10% of the total number of shares of capital stock of the Company otherwise issuable to Copper King in shares of Series C Preferred Stock (the “Escrow Shares”). The Escrow Shares will be available to secure any claims that may arise with respect to the representations, warranties, covenants or indemnification obligations of Copper King and USG pursuant to the Merger Agreement as well as against the failure to deliver a new economic preliminary report upon the Copper King Project during the period of twelve (12) months following the closing of the Merger (the “Escrow Period”).

In no event will the indemnification obligations of Copper King exceed the Escrow Shares. The Escrow Shares will not be available for sale, transfer or other disposition by Copper King during the Escrow Period.

MANAGEMENT FOLLOWING THE MERGER

THE MERGER

This section and the section entitled “The Merger Agreement” in this proxy statement/prospectus describe the material aspects of the Merger, including the Merger Agreement. While the Company believes that this description covers the material terms of the Merger and the Merger Agreement, it may not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus for a more complete understanding of the Merger and the Merger Agreement, including the Merger Agreement attached as Annex A, the opinion of ROTH Capital Partners, LLC attached as Annex B, and the other documents to which you are referred herein. See the section entitled “Where You Can Find More Information” in this proxy statement/prospectus.

Background of the Merger

Historical Background for Dataram

Dataram’s Board of Directors and executive management regularly review Dataram’s operating and strategic plans, both near-term and long-term, as well as potential partnerships in an effort to enhance shareholder value. These reviews and discussions focus, among other things, on the opportunities and risks associated with Dataram’s business and financial condition and strategic relationships and other strategic options.

On May 3, 2016, Mr. Moylan, the Chief Executive Officer of the Company, participated in a conference call with Mr. Kesner of Sichenzia Ross Ference Kesner LLP (“SRFK”), the Company’s legal counsel, and Mr. Karr, a member of the Company’s Board of Directors and the President and Chief Executive Officer of USG regarding a potential acquisition opportunity. USG shared USG specific information with the Company.

On May 5, 2016, USG and Dataram discussed a potential combination of the respective businesses and developed a preliminary term sheet with proposed indicative share exchange consideration.

On May 6, 2016, Mr. Moylan participated in a conference call with Mr. Kesner and Mr. Karr to discuss the potential acquisition of USG.

On May 7, 2016, the Company and USG executed a Non-Disclosure Agreement with respect to the proposed acquisition.

On May 10, 2016, the Board of Directors of the Company held a meeting to discuss the Company’s current financial status, upcoming conferences, financing through a private offering and the USG opportunity. In addition, at such meeting the directors of the Board authorized the Special Committee comprised of Mr. Moylan and directors Mr. Markulec and Mr. Davis to review and manage the process for the USG acquisition.

On May 11, 2016, Mr. Moylan discussed a fairness opinion engagement with Mr. Dalfonsi, the Managing Director of ROTH submitted a proposal to the Company for review. In addition, on May 11, 2016, the Special Committee received access to USG’s data room to commence due diligence. The Company commenced its due diligence on or about May 11, 2016. Moreover, on May 11, 2016, the members of the Special Committee were introduced to Mr. Rector, Chief Operating Officer of USG. The Special Committee also discussed the importance of engaging independent counsel to act as special counsel to the Special Committee given that SRFK, the Company’s outside counsel, had also represented USG until the time the discussions with the Company commenced, at which point SRFK resigned its representation of USG. The Special Committee believed should have its own independent counsel.

On May 12, 2016, Mr. Moylan was introduced to Robert Schwartz, a partner at Windels Marx Lane & Mittendorf, LLP (“Windels”). Mr. Moylan discussed the opportunity for Windels to act as special counsel to the Special Committee. Windels had no connections to either USG or any of the investors in USG.

On May 13, 2016, the Special Committee held a meeting to discuss the potential acquisition.

On May 16, 2016, Mr. Moylan and Mr. Davis discussed the potential acquisition with Mr. Schwartz. As part of the conversation, Mr. Moylan and Mr. Davis reiterated the importance of the special counsel being independent and representing the Special Committee.

On May 17, 2016, Mr. Davis received a proposal from Windels with respect to the firm acting as special counsel to the Special Committee. In addition, on May 17, 2016, the Special Committee held a meeting to discuss the potential acquisition. Mr. Moylan provided Mr. Kesner a revised term sheet with respect to the proposed acquisition.

On May 24, 2016, the Special Committee participated in a conference call with Mr. Dalfonsi with respect to the potential acquisition. In addition, on May 24, 2016, the Company formally engaged ROTH to provide a fairness opinion with respect to the proposed acquisition.

On May 25, May 26, May 27, and May 31, 2016, the Special Committee held meetings either in person or by conference call to discuss the potential acquisition. Representatives of ROTH participated in the meetings on May 27 and May 31. In addition, commencing in late May, counsel for the Company began exchanging drafts of a definitive merger agreement with counsel for USG.

On June 7, 2016, the Special Committee held a meeting to discuss the potential acquisition.

On June 8, 2016, the Special Committee met with Mr. Dalfonsi with respect to the potential acquisition.

On June 10, 2016, the Special Committee along with Mr. Schwartz, Mr. Kesner and Ms. Guarneri-Ferrara of SRFK held a meeting to discuss the potential acquisition and the terms of the draft merger agreement. In addition, on June 10, 2016, the Special Committee along with Mr. Schwartz attended a telephonic conference to discuss the status of ROTH’s fairness opinion, the revised transaction documents, the valuation of the Copper King project and geological report on the Keystone property and ROTH’s valuation of the Keystone property. Moreover on June 10, 2016 the Board of Directors held a meeting at which the directors discussed the proposed acquisition of USG and certain equity awards to employees and officers of the Company. Mr. Karr recused himself from meetings of the Board of Directors held to discuss the proposed acquisition.

On June 12, 2016, the Special Committee held a meeting with Mr. Schwartz, Mr. Kesner, Mr. Dalfonsi and Mr. Masud to discuss ROTH’s financial analysis of the proposed transaction, ROTH’s assessment criteria when opining on the fairness of the transaction, the pricing and fairness of the USG private offering to the Company’s shareholders and Laidlaw & Company (UK) Ltd. involvement with the private offering/pricing.

On June 13, 2016, the Special Committee held a meeting with Mr. Schwartz, Mr. Dalfonsi and Mr. Masud to discuss ROTH’s valuation and analysis of the transaction including the implied value of USG, three valuation methods (comparable companies analysis, net present value analysis and analysis based on precedential transactions), the revised transaction documents which incorporated the approval of the pricing of USG’s private offering and the Company’s Current Report on Form 8-K and press release. At this meeting, Mr. Dalfonsi orally rendered ROTH’s opinion that the terms of the Merger were fair to the Company’s shareholders, from a financial point of view. He also delivered ROTH’s written fairness opinion shortly after conclusion of the meeting. Subsequent to these conversations, the Special Committee approved the Merger and the Merger Agreement. The Company filed a Current Report on Form 8-K together with the fully executed Merger Agreement with the SEC on June 13, 2016.

On June 14, 2016, the Company issued a press release regarding the potential acquisition.

On July 29, 2016, the Company entered into the Amended and Restated Merger Agreement which reflected a reverse split of the Company’s issued and outstanding common shares and equivalents on a 1 for 3 basis which went effective on July 11, 2016. In addition, the Merger Agreement provided for an adjustment of the Merger Consideration and Management Consideration (as such terms are defined in the Amended and Restated Merger Agreement) presented on a post reverse split and “as converted” basis (with respect to issuable shares of Series C Convertible Preferred Stock).

On September 14, 2016, the Company entered into a Second Amended and Restated Merger Agreement which reflected changes in the number of shares to be issued to USG shareholders based upon the success of USG’s private placement, which raised more capital than originally expected, and revised certain other provisions of the Merger Agreement dealing with the escrow of shares by Copper King, the requirement that USG obtain a new preliminary economic assessment prior to the Closing, and an agreement by the Company to register the Merger Consideration under the Securities Act of 1933, as amended.

On November 28, 2016, the Special Committee held a meeting to consider a Third Amended and Restated Merger Agreement. The Third Amended and Restated Merger Agreement, among other things, recognized the increased number of USG securities outstanding due to, among other things, the completion of USG’s private placement, which raised more capital than initially expected. Based on the increase number of shares, the Special Committee requested that ROTH update and reaffirm its original opinion that the Merger was fair to the shareholders of the Company from a financial point of view. Mr. Schwartz of Windels Marx, independent counsel to the Special Committee, and Mr. Dalfonsi of ROTH participated by conference call in the Committee meeting. Mr. Dalfonsi reviewed ROTH’s valuation and analysis of the transaction including the implied value of USG, three valuation methods (comparable companies analysis, net present value analysis and analysis based on precedential transactions), and the revised transaction documents which incorporated the approval of the pricing of USG’s private offering. At this meeting, Mr. Dalfonsi orally rendered ROTH’s updated opinion that the terms of the Merger were fair to the Company’s shareholders, from a financial point of view. He also delivered ROTH’s written updated fairness opinion shortly after conclusion of the meeting. Subsequent to these conversations, the Special Committee approved the Third Amended and Restated Merger Agreement.

Dataram Reasons for the Merger

The Company’s Board of Directors and the Special Committee considered the following factors in reaching their respective conclusions to approve the Merger and to recommend that the Company’s shareholders approve the Merger and the issuance of the Merger Consideration, all of which the Company’s Board of Directors and the Special Committee viewed as supporting its decision to approve the business combination with USG:

In the course of its deliberations, the Company’s Special Committee also considered a variety of risks and other countervailing factors related to the consummation of the Merger including:

The foregoing information and factors considered by the Company’s Board of Directors and the Special Committee are not intended to be exhaustive but are believed to include all of the material factors considered by the Company’s Board of Directors and the Special Committee . In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Company’s Board of Directors and the Special did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of the Company’s Board of Directors and the Special Committee may have given different weight to different factors. The Company’s Board of Directors and Special Committee conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, the Company’s management team and the legal and financial advisors of the Company, and considered the factors overall to be favorable to, and to support, its determination.

USG Reasons for the Merger

In the course of reaching its decision to approve the Merger, the USG board of directors consulted with its senior management team, financial advisor, conducted due diligence, and considered a number of factors, including, among others, the:

USG’s board of directors also considered a number of uncertainties and risks in its deliberations concerning the Merger contemplated by the Merger Agreement, including the following:

Also in considering the potential merger with Dataram, the Board of USG consulted the Company’s financial statements and other reports filed with the SEC. The Board of Directors of USG understands that the memory business (like the gold exploration business) is cyclical and goes through various market cycles. The memory business of Dataram is attractive as a merger candidate for USG as it is a revenue producing business that will potentially generate cash flow while the USG exploration business requires cash flow for operations.

The Board of Directors of USG also considered a traditional initial public offering of its securities. The merger with Dataram became a more attractive option for the reason mentioned above – mainly the attractiveness of combining a revenue generating business with the upside potential of a gold exploration company and efficiencies of a unified public company management team and speed to completion without the need for traditional investment bankers to complete a traditional IPO (initial public offering).

Fairness Opinion of Roth Capital Partners, LLC

The Company obtained a fairness opinion from Roth Capital Partners, LLC, a third party firm. Roth Capital Partners, LLC, as part of its investment bank business, is engaged in the business of providing fairness opinions, mergers and acquisitions, negotiated underwritings, secondary distributions of listed securities, private placements and valuations for estate, corporate and other purposes. Roth Capital Partners, LLC is a full service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and other financial services.

Roth Capital Partners, LLC was retained to provide a recommendation of the fair value of the Merger Consideration for financial reporting purposes in connection with the preparation of USG’s audited financial statements and the preparation of pro-forma financial information included herein, in accordance with FASB Accounting Standards Codification (“ASC”) No. 805,  Business Combinations  (“ASC 805”).

Prior to engaging them, Roth Capital Partners, LLC provided an overview and general presentation of its services to the Company’s Board of Directors and its independent auditors. Roth Capital Partners, LLC has not had any material relationship with the Company in the last two years.

Roth Capital Partners, LLC was retained by the Company as its financial advisor under an engagement letter dated May 24, 2016.

On November 28, 2016, at a meeting of the Special Committee, Roth Capital Partners, LLC rendered its oral opinion to the Special Committee and subsequently confirmed by delivery of a written opinion dated November 26, 2016 that, as of such date and based upon and subject to the assumptions, qualifications and limitations set forth in its opinion, the Merger Consideration was fair, from a financial point of view, to the stockholders of the Company.

Roth Capital Partners, LLC was paid $52,500 for the fairness opinion.

The full text of the written opinion of Roth Capital Partners, LLC, dated November 26, 2016, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as  Annex B  and is incorporated herein by reference. Holders of the Company’s voting capital are urged to read the opinion in its entirety. Roth Capital Partners, LLC provided its opinion for the sole benefit and use of the Company’s Special Committee in its consideration of the transaction. The Roth Capital Partners, LLC opinion does not constitute an opinion as to the merits of the Merger and is not a recommendation to any stockholder as to how such stockholder should vote with respect to the Merger and the issuance of the Merger Consideration, or any other matter. The exchange ratio was determined through negotiations between the Company and USG and not pursuant to the recommendations of Roth Capital Partners, LLC. The summary of the opinion below is qualified in its entirety by reference to the full text of the opinion.

In connection with its opinion, Roth Capital Partners, LLC reviewed and considered such financial and other information as it deemed relevant, including, among other things:

In addition, Roth Capital Partners, LLC engaged in discussions with management of the Company with respect to past and current operations and financial condition and prospects of the Company and USG and the strategic rationale for, and the potential benefits of, the Merger.

In conducting its review and analysis and in arriving at its opinion, Roth Capital Partners, LLC has, with the Company’s consent, assumed and relied, without independent investigation, upon the accuracy and completeness of all information provided to it, or publicly available. Roth Capital Partners, LLC did not undertake any responsibility for independently verifying, and did not independently verify, the accuracy, completeness or reasonableness of any such information.

Roth Capital Partners, LLC did not make or obtain any independent evaluations, valuations or appraisals of the assets or liabilities of the Company or USG, nor was it furnished with any such valuation or appraisal. Roth Capital Partners, LLC’s opinion does not express any opinion as to (i) any legal, tax or accounting matters or (ii) amount or nature of any compensation to any officers, directors or employees of, or any class of such persons, relative to the consideration to be received by the stockholders of the Company in the Merger. Roth Capital Partners, LLC’s opinion relates solely to the fairness of the Merger Consideration to the stockholders of the Company, and its opinion does not address (i) the relative merits of the Merger as compared to any alternative business strategies that might exist for the Company, (ii) the Company’s underlying business decision to proceed with the Merger or (iii) the efforts of any other transaction in which the Company may engage Roth Capital Partners , LLC is not expressing any opinion as to the impact of the Merger on the solvency or viability of the Company or USG or the ability of the Company or USG to pay its obligations when they come due.  Roth Capital Partners, LLC is not expressing any opinion as to what the value of the Company’s Common Stock actually will be when issued pursuant to the Merger or the prices at which shares of the Company’s Common Stock may trade at any time.

Roth Capital Partners, LLC’s opinion was necessarily based upon economic, monetary, market, financial and other conditions as they exist and can be evaluated, and the information made available to Roth Capital Partners, LLC as of the date the opinion was delivered. It should be understood that although subsequent developments may affect Roth Capital Partners, LLC’s opinion, Roth Capital Partners, LLC does not have any obligation to update, revise or reaffirm its opinion based on such developments and Roth Capital Partners, LLC expressly disclaims any responsibility to do so.

Roth Capital Partners, LLC’s opinion was intended for the benefit and use of the Company’s Special Committee in its consideration of the proposed transaction. Roth Capital Partners, LLC’s opinion does not constitute a recommendation of the Merger or the issuance of the Merger Consideration to the Special Committee nor does it constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the Merger, the issuance of the Merger Consideration or otherwise.

The following is a summary of the principal financial analyses performed by Roth Capital Partners, LLC to arrive at its opinion. Some of the summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses, Roth Capital Partners LLC performed certain procedures, including each of the financial analyses described below, and reviewed with the management of the Company the assumptions on which such analyses were based and other factors, including the historical and projected financial results of USG.

Roth Capital Partners, LLC developed and delivered its written opinion to the Company’s Board of Directors (and the special committee) as to the fairness to the Company and its stockholders, from a financial point of view, of the exchange ratio/merger consideration to be paid by the Company as specified in the transactions documents governing the merger. The opinion was based upon such financial review of the Transaction, the Company, the acquisition target and any other parties to the Transaction and their respective businesses and operations as Roth Capital Partners, LLC deemed appropriate and feasible, limited, in any event, to an analysis of (a) publicly available information with respect to the Transaction and such other matters as Roth Capital Partners, LLC deemed appropriate (b) financial information and other documentation related to the operations of the acquisition target and (c) such other information the Company provided Roth Capital Partners, LLC upon reasonable request. The Opinion was in such form as Roth Capital Partners, LLC customarily provides in transactions of this type and Roth Capital Partners, LLC qualified the Opinion in such manner as Roth Capital Partners, LLC believes appropriate and which is generally customary for such opinion.

In developing the opinion, Roth Capital Partners, LLC:

Comparable Company Analysis

As part of the analysis, Roth Capital Partners, LLC reviewed comparable companies. Roth Capital Partners, LLC compared Dataram’s offer multiple on an enterprise value to resource against the multiples of comparable companies. Comparable companies have the following characteristics:

Comparable companies used in the analysis were Redhawk Resources Inc., Corvus Gold Inc., Moneta Pocupine Mines Inc., Trilogy Metals Inc. Harte Gold Corp., Western Copper and Gold, Pershing Gold Corporation, Integra Gold Corp., Nevada Copper Inc., Polymet Mining Corporation and Seabridge Gold Inc.. The data used for each of these companies was derived from the respective SEC filings of the Company.

The analysis determined the multiples of enterprise value for the consideration given was 30.3 times enterprise value to resource. The comparable group had enterprise value to resource multiples range from a minimum of 1.0 time to 59.8 times. The twenty-fifth percentile multiple of enterprise value to resource was 4.1 times and the seventy-fifth percentile was 18.7 times. The median enterprise value to resource multiple was 12.7 times.

Precedent Transaction Analysis

As part of the analysis, Roth Capital Partners, LLC reviewed the transaction against precedent transactions and:

The analysis determined the multiples of enterprise value for the consideration given was 30.3 times enterprise value to resource. The comparable group had enterprise value to resource multiples range from a minimum of 3.5 time to 77.1 times. The twenty-fifth percentile multiple of enterprise value to resource was 6.0 times and the seventy-fifth percentile was 16.8 times. The median enterprise value to resource multiple was 11.7 times.

Specific companies used in the precedent transaction analysis were: Homestake Resources Corp., Kaminak Gold Corp., Calico Resources Corp., SnipGold Corp., Cameron Gold Operations Ltd., Adventure Gold Inc., Clifton Star Resources Inc., Northern Gold Mining Inc., PC Gold Inc., Gold Canyon Resources Inc., North Country Gold Corp., Temex Resources Corp., Ryan Gold Corp., Mega Precious Metals Inc., Osisko Exploration -James Bay Inc., Bayfield Ventures Corp., American Consolidated Mining Company and American Bonanza Gold Corp..

Net Present Value Projections based on management’s projection

Roth Capital Partners, LLC estimated the net present value (“NPV) of USG based on USG’s provided management’s cash flow projections:

Based on the analysis, the Net Present Value of the cash flow, given the consideration paid by the Company ranged from ($5.0) million to $41.2 million with a midpoint of $15.3 million.

Specific companies used to determine the beta were Redhawk Resources Inc., Corvus Gold Inc., Moneta Pocupine Mines Inc., Trilogy Metals Inc. Harte Gold Corp., Western Copper and Gold, Pershing Gold Corporation, Integra Gold Corp., Nevada Copper Inc., Polymet Mining Corporation and Seabridge Gold Inc.. The data used for each of these companies was derived from each company’s respective filings with the SEC. This data included the amount of debt, shareholders equity and tax rate.

Other considerations

Roth Capital Partners, LLC also considered several additional elements as part of its efforts:

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Roth Capital Partners, LLC. The preparation of a fairness opinion is a complex process involving various determinations and subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore such an opinion and the analyses used in arriving at such an opinion are not readily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Roth Capital Partners, LLC’s opinion. In arriving at its fairness determination, Roth Capital Partners, LLC considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Roth Capital Partners, LLC made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses.

Roth Capital Partners, LLC prepared the foregoing analyses for purposes of providing its opinion to the Special Committee as to the fairness from a financial point of view, to the stockholders of the Company. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither the Company nor Roth Capital Partners, LLC nor any other person assumes responsibility if future results are materially different from those forecast.

The exchange ratio was determined through arms’-length negotiations between the Company and its representatives, on the one hand, and USG and its representatives, on the other hand. Although Edward Karr is a member of the Board of Directors of the Company and the President, Chief Executive Officer and a member of the Board of Directors of USG, Mr. Karr recused himself from meetings of the Board of Directors of the Company held to discuss the proposed acquisition and terms.

The decision by the Company’s Special Committee to approve the transaction and enter into the Merger Agreement was solely that of the Company’s Special Committee. Roth Capital Partners, LLC did not recommend or determine the amount of consideration to be paid in the Merger. As described above, Roth Capital Partners, LLC’s opinion to the Special Committee was one of many factors taken into consideration by the Special Committee in making its determination to approve the Merger Agreement and the issuance of the Merger Consideration.

Interests of Certain of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Company with respect to Merger and the issuance of the Merger Consideration to be acted upon by the Company’s shareholders at the Special Meeting, shareholders should be aware that certain members of the Company’s management have interests that may be different from those of the shareholders. The members of the Special Committee were aware of these interests at the time they approved the Merger and the Merger Agreement.

Mr. Edward Karr is a member of the Board of Directors of the Company and the President, Chief Executive Officer, and a member of the Board of Directors of USG. Accordingly, Mr. Karr has a substantial interest in approval of the Merger and issuance of the Merger Consideration. Mr. Karr owns 833,333 shares of USG common stock which will be exchanged for 833,333 shares of the Company’s Common Stock.

Anthony Lougee and David Moylan have employment and severance agreements with Dataram which include Change in Control provisions. These agreements provide Mr. Lougee and Mr. Moylan with additional compensation upon the occurrence of certain conditions following a change in control. The Merger will constitute a change in control under the respective agreements. See – “EXECUTIVE COMPENSATION FOR THE COMBINED COMPANY – Employment Agreements and Potential Termination and Change in Control Payments” for the amounts payable to Messrs. Lougee and Moylan under their agreements.

Form of the Merger

The Merger Agreement provides that at the effective time, DAS will be merged with and into USG. Upon the consummation of the Merger, USG will continue as the surviving corporation and will be a wholly-owned subsidiary of the Company.

Merger Consideration

At the effective time of the merger, the outstanding shares of USG common stock, USG Series A Preferred Stock, USG Series B Preferred Stock and USG Series C Preferred Stock will be converted into the right to receive, , an aggregate of (i) up to 45,880,820 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (including shares of Common Stock issuable upon conversion of our newly designated Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”)) and, (ii)and holders of outstanding USG options will be entitled to receive options to purchase up to 925,833 shares of the Company’s Common Stock at an exercise price equal to $0.90 per share and (iii)holders of outstanding USG warrants will be entitled to receive cashless warrants to purchase up to 1,809,436 shares of the Company’s Common Stock to be issued to a placement agent at an exercise price of $0.66 per share, as consideration for the acquisition of USG in accordance with Stock Market Rules.

Immediately after the Merger, based on the exchange ratio, it is expected that USG’s shareholders will own approximately 90.8% of the fully-diluted Common Stock of the Company with the Company’s shareholders and holding approximately 9.2% of the fully-diluted common stock of the Company.

Additionally, Dataram shareholders as of a record date which is no less than five (5) business days prior to the Closing Date, will be eligible to receive a special dividend, a right entitling each shareholder to a proportionate ownership interest, record or beneficial, equal to their ownership interest in the Company, of the Company assets or the proceeds therefrom, as, when and if the Board of Directors of the Company elects to divest such Company assets within eighteen (18) months of the closing date.

The Merger Agreement does not include a price-based termination right, and there will be no adjustment to the total number of shares of the Company’s Common Stock that USG shareholders will be entitled to receive for changes in the market price of the Company’s Common Stock. Accordingly, the market value of the shares of the Company’s Common Stock issued pursuant to the Merger will depend on the market value of the shares of the Company’s Common Stock at the time the Merger is consummated, and could vary significantly from the market value on the date of this proxy statement/prospectus.

Company’s Series C Preferred Stock

On or prior to the effective time of the merger, the Company will file a Certificate of Designation of 0% Series C Convertible Preferred Stock (“Series C COD”) with the Secretary of State of the State of Nevada with respect to the designation of shares of Series C Preferred Stock, par value $0.001 per share (the “Par Value”). Each share of Series C Preferred Stock will have a stated value of $* per share (the “Stated Value”) and will be convertible into such number of shares of Common Stock equal to the Base Amount divided by the Conversion Price. ”Base Amount” means the sum of (1) the Stated Value of the Series C Preferred Stock, plus (2) the unpaid dividend amount thereon as of such date of determination. Upon the liquidation, dissolution or winding up of the business of the Company, each holder of Series C Preferred Stock shall be entitled to receive, for each share of Series C Preferred Stock held an amount in cash equal to, and not more than, the par value before payment is made to any other class or series of capital stock whose terms expressly provide that the holders of Series C Preferred Stock should receive preferential payment and the Company’s Common Stock; provided, however, that Series B Convertible Preferred Stock shall rank senior to Series C Preferred Stock. Holders of Series C Preferred Stock shall not possess any voting rights and are entitled to receive dividends when and as declared by the Board of Directors. If at any time the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock then each Holder will be entitled to acquire, upon the terms applicable to such purchase rights, the aggregate purchase rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable upon complete conversion of all the (without taking into account any limitations or restrictions on the convertibility of the Series C Preferred Stock) held by such holder immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such purchase rights; provided, however, that if the holder’s right to participate in any such Purchase Right would result in such holder exceeding the Beneficial Ownership Limitation (defined below), then such holder shall not be entitled to participate in such purchase right until such time as the purchase rights would not result in such holder exceeding the Beneficial Ownership Limitation. At no time may shares of Series C Preferred Stock be converted if such conversion would cause the holder to hold in excess of 4.99% of the issued and outstanding Common Stock of the Company. The Series C Preferred Stock is subject to adjustment in the event of stock dividends, splits and fundamental transactions.

Promptly after the effective time of the Merger, each holder of USG common stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock immediately prior to the effective time of the Merger will receive a letter of transmittal and instructions for surrendering and exchanging the holder’s USG capital stock for the Merger Consideration. Upon surrender of USG capital stock certificate for exchange together with a duly signed letter of transmittal and such other documents as the Company’s exchange agent or the Company may reasonably require, the USG stock certificate surrendered will be cancelled and the holder of the USG stock certificate will be entitled to receive a certificate representing the Merger Consideration that such holder has the right to receive pursuant to the provisions of the Merger Agreement.

At the effective time of the Merger , all holders of certificates representing shares of USG common stock or USG preferred stock that were outstanding immediately prior to the Effective Time of the Merger will cease to have any rights as shareholders of USG. In addition, no transfer of USG common stock or USG preferred stock after the Effective Time of the Merger will be registered on the stock transfer books of USG.

If any USG stock certificate has been lost, stolen or destroyed, the Company may, in its discretion, and as a condition to the delivery of the Merger Consideration, require the owner of such lost, stolen or destroyed certificate to deliver an affidavit claiming such certificate has been lost, stolen or destroyed and post a bond indemnifying the Company against any claim suffered by the Company related to the lost, stolen or destroyed certificate or the Merger Consideration issued in exchange for such certificate as the Company may reasonably request.

From and after the Effective Time of the Merger , until it is surrendered, each certificate that previously evidenced USG common stock or USG preferred stock will be deemed to represent only the right to the Merger Consideration.

Effective Time of the Merger

The Merger Agreement requires the parties to consummate the Merger after all of the conditions to the consummation of the Merger contained in the Merger Agreement are satisfied or waived, including approval by the Company’s shareholders of the Merger and the Merger Consideration and the certificate of amendment to the Company’s Articles of Incorporation to increase to the Company’s authorized Common Stock from 54,000,000 shares to 200,000,000 shares and Preferred Stock from 5,000,000 shares to 50,000,000 shares. The Merger will become effective upon the filing of Articles of Merger with the Secretary of State of the State of Nevada or at such later time as is agreed by the Company and USG and specified in the Articles of Merger. Neither the Company nor USG can predict the exact timing of the consummation of the Merger. Immediately after the effective time of the Merger, USG will merge with and into DAS, with USG surviving as a wholly-owned subsidiary of the Company.

Regulatory Approvals

The Company must comply with applicable federal and state securities laws and the rules and regulations of The NASDAQ Stock Market LLC in connection with the consummation of the Merger and the issuance of the Merger Consideration and the filing of this proxy statement/prospectus.

Material U.S. Federal Income Tax Consequences of the Merger

Generally

The following discussion summarizes the material U.S. federal income tax consequences of the Merger to U.S. holders (as defined below) of USG capital stock. This discussion is based on the Code, Treasury Regulations, administrative pronouncements and judicial decisions currently in effect, all of which are subject to change, possibly with retroactive effect.  Any such change could affect the accuracy of this discussion.

This discussion assumes you hold your shares of USG capital stock as capital assets within the meaning of Section 1221 of the Code.  This discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances or to U.S. holders of USG capital stock subject to special treatment under the federal income tax laws such as:

Further, this discussion does not consider the potential effects of any state, local or foreign tax laws or U.S. federal tax laws other than federal income tax laws.

This discussion is not intended to be tax advice to any particular holder of USG capital stock.  Tax matters regarding the Merger are complicated, and the tax consequences of the Merger to you will depend on your particular situation.  You should consult your own tax advisor regarding the specific tax consequences to you of the Merger, including the applicability and effect of federal, state, local and foreign income and other tax laws.

For purposes of this discussion, you are a “U.S. holder” if you beneficially own USG capital stock and you are:

If an entity classified as a partnership for U.S. federal income tax purposes holds USG capital stock, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership.    Partners of partnerships holding USG capital stock are urged to consult their own tax advisors.

Neither Dataram nor USG have requested a ruling from the IRS with respect to any of the U.S. federal income tax consequences of the Merger and, as a result, there can be no assurance that the IRS will not disagree with any of the conclusions described below.  It is the Company’s understanding that the Merger will, under current law, constitute a tax-free reorganization under Section 368(a) of the Code, and Dataram and USG will each be a party to the reorganization within the meaning of Section 368(b) of the Code.  This understanding is not binding on the IRS or any court.

The discussion below summarizes the material U.S. federal income tax consequences to a U.S. holder of USG capital stock resulting from the qualification of the Merger as reorganization within the meaning of Section 368(a) of the Code.

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders

As a tax-free reorganization, it is the understanding of the Company that the Merger will have the following federal income tax consequences for U.S. holders of USG capital stock:

Reporting and Retention Requirements

If you receive the Merger Consideration as a result of the Merger, you are required to retain certain records pertaining to the Merger pursuant to the Treasury Regulations under the Code.  If you are a “significant holder” (as defined in the Treasury Regulations under the Code) of USG capital stock, you must file with your U.S. federal income tax return for the year in which the Merger takes place a statement setting forth certain facts relating to the Merger.    You are urged to consult your tax advisors concerning potential reporting requirements.

SHAREHOLDERS AND INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

No ruling from the IRS has been or will be requested in connection with the Merger. In addition, shareholders of the Company should be aware that the tax opinions discussed in this section are not binding on the IRS, and the IRS could adopt a contrary position and a contrary position could be sustained by a court.

THE PRECEDING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL OF THE MERGER’S POTENTIAL TAX EFFECTS. U.S. HOLDERS OF USG STOCK SHOULD CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING TAX RETURN REPORTING REQUIREMENTS, AND THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER APPLICABLE TAX LAWS.

NASDAQ Stock Market Listing

The Company’s Common Stock currently is listed on The NASDAQ Capital Market under the symbol “DRAM”. The Company is required to obtain approval for listing of the Common Stock constituting the Merger Consideration on The NASDAQ Capital Market. Pursuant to the Merger Agreement, the consummation of the Merger is subject to the satisfaction or waiver by each of the parties, at or prior to the effective time of the Merger, of various conditions, including that the Company must have caused the Merger Consideration to be approved for listing on The NASDAQ Capital Market.

Prior to consummation of the Merger, the Company intends to file an additional listing application with The NASDAQ Capital Market with respect to the listing of the Common Stock constituting the Merger Consideration.

Anticipated Accounting Treatment

The Merger is being accounted for as a “reverse merger,” and USG is deemed to be the acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Merger will be those of USG, and the consolidated financial statements after completion of the Merger will include the assets and liabilities of USG, historical operations of USG and operations of Dataram from the Closing Date of the Merger.

Appraisal Rights

Under the Nevada Revised Statutes and our charter documents, holders of our Common Stock will not be entitled to statutory rights of appraisal, commonly referred to as dissenters’ rights or appraisal rights (i.e., the right to seek a judicial determination of the “fair value” of their shares and to compel the purchase of their shares for cash in that amount) with respect any of the proposals.

Pursuant to Section 92A.390 of the Nevada Revised Statutes, there is no right of dissent with respect to a plan of merger in favor of shareholders of any class or series which is a covered securities under section 18(b)(1)(A) of the Securities Act. Section 18(b)(1)(A) of the Securities Act defines a covered security to include a security that is listed on the National Market System of the NASDAQ Stock Market.

THE MERGER AGREEMENT

The following is a summary of the material terms of the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. The Merger Agreement has been attached to this proxy statement/prospectus to provide you with information regarding its terms. It is not intended to provide any other factual information about the Company, USG or DAS. The following description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. You should refer to the full text of the Merger Agreement for details of the Merger and the terms and conditions of the Merger Agreement.

The Merger Agreement contains representations and warranties that USG and DAS, on the one hand, and USG, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Merger Agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties in connection with signing the Merger Agreement. While the Company and USG do not believe that these disclosure schedules contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Merger Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about the Company or USG, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between the Company, DAS and USG and are modified by the disclosure schedules.

General

Pursuant to the terms of the Merger Agreement, DAS, the Company’s wholly-owned subsidiary formed in connection with the Merger will merge with and into USG, with USG surviving as a wholly-owned subsidiary of the Company.

Merger Consideration

At the effective time, by virtue of the Merger, outstanding shares of USG’s common stock and Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as well as outstanding options and warrants of USG (as applicable) will be converted into the receive to receive the following:

The Merger Consideration, in the aggregate and on an “as converted” and fully diluted basis, shall not exceed Forty Eight Million Six Hundred Sixteen Thousand Eighty Nine (48,616,089) shares of Common Stock and equivalents, to include the warrants to purchase up to One Million Eight Hundred and Nine Thousand Four Hundred Thirty Six (1,809,436) shares of Common Stock and options to purchase up to Nine Hundred Twenty Five Thousand Eight Hundred Thirty Three (925,833) shares of Common Stock.

Immediately after the Merger, based on the exchange ratio, it is expected that USG’s shareholders will own approximately 90.8% of the fully-diluted Common Stock of the Company with the Company’s shareholders and holding approximately 9.2% of the fully-diluted common stock of the Company.

Additionally, Dataram shareholders as of a record date which is no less than five (5) business days prior to the Closing Date, will be eligible to receive a special dividend, a right entitling each shareholder to a proportionate ownership interest, record or beneficial, equal to their ownership interest in the Company, of the Company assets or the proceeds therefrom, as, when and if the Board of Directors of the Company elects to divest such Company assets within eighteen (18) months of the closing date.

The Merger Agreement does not include a price-based termination right, and there will be no adjustment to the total number of shares of the Company’s Common Stock that USG shareholders will be entitled to receive for changes in the market price of the Company’s Common Stock. Accordingly, the market value of the shares of the Company’s Common Stock issued pursuant to the Merger will depend on the market value of the shares of the Company’s Common Stock at the time the Merger is consummated, and could vary significantly from the market value on the date of this proxy statement/prospectus.

Directors and Officers of the Company Following the Merger

Pursuant to the Merger Agreement, Trent D. Davis and Michael E. Markulec will resign at or prior to the consummation of the Merger. In addition, USG appointed the following three designees to the Company’s Board of Directors, which appointment shall be effective on the eleventh day following the date on which the Company meets its information obligations under the Exchange Act, including the filing and mailing of a Schedule 14f-1: Timothy M. Janke, James Dale Davidson, and John N. Braca.

The following table lists the names and positions of the individuals who, pursuant to the Merger Agreement, are expected to serve as executive officers and directors of the Company upon completion of the Merger:

Surviving Corporation

Rights, Privileges and Liabilities of Surviving Corporation

At the effective time, all the properties, rights, privileges, powers and franchises of DAS and USG will vest in the Surviving Corporation, and all debts, liabilities and obligations of DAS and USG will become the debts, liabilities and obligations of the surviving corporation.

Articles of Incorporation and Bylaws of Surviving Corporation

The articles of incorporation and bylaws of USG in effect at the Effective Time will become the articles of incorporation and the bylaws of the surviving corporation.

Conditions to the Consummation of the Merger

The closing of the Merger is subject to customary closing conditions, including, among other things, the:

In addition,

Furthermore, each party’s obligation to consummate the Merger is further subject to the satisfaction or waiver by that party of the following additional conditions:

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the Company, DAS and USG for a transaction of this type relating to, among other things:

The representations and warranties of Copper King and the Company contained in the Merger Agreement, including exhibits and scheduled attached to the Merger Agreement, will survive the closing until the first anniversary of the closing date.

Other Agreements

Both the Company and USG have agreed to use its commercially reasonable efforts to:

AGREEMENTS RELATED TO THE MERGER

Lock-up Agreements

As a condition to the closing of the Merger, certain USG security holders have agreed to enter into lock-up agreements, pursuant to which such parties will not to, except in limited circumstances, sell or transfer, or engage in swap or similar transactions with respect to, shares of the Company’s Common Stock (including shares of Common Stock issuable upon conversion of Series C Preferred Stock), including, as applicable, shares received in the Merger from that effective time of the merger until one or two years (as applicable) following the closing of the Merger. See section entitled “ Merger Consideration ” in this proxy statement/prospectus.

As of February 24, 2017, USG shareholders who will execute lock-up agreements will beneficially own 5,451,565 shares of the Company’s Common Stock after the consummation of the Merger or, in the aggregate, approximately 10.8 % of the outstanding shares of the Company’s Common Stock after the consummation of the Merger.

MATTER BEING SUBMITTED TO A VOTE OF DATARAM SHAREHOLDERS

PROPOSAL 1

APPROVAL OF THE ACQUISITION OF USG BY THE COMPANY AND THE ISSUANCE OF AN AGGREGATE OF (A) UP TO 45,880,820 SHARES OF COMMON STOCK (INCLUDING SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF OUR NEWLY DESIGNATED SERIES C PREFERRED STOCK AND MERGER CONSIDERATION), (B) WARRANTS TO PURCHASE UP TO 1,809,436 SHARES OF COMMON STOCK, AND (C) OPTIONS TO PURCHASE UP TO 925,833 SHARES OF COMMON STOCK IN ACCORDANCE WITH THE MERGER AGREEMENT.

The Company’s shareholders are being asked to approve the Merger and the issuance of the Merger Consideration pursuant to the terms of the Merger Agreement. Immediately following the consummation of the Merger, it is expected that USG’s shareholders, will own approximately 90.8% of the fully-diluted Common Stock of the Company, with existing Company shareholders holding approximately 9.2% of the fully-diluted common stock of the Company.

The terms of, reasons for and other aspects of the Merger Agreement, the Merger and the issuance of the Merger Consideration are described in detail in the other sections in this proxy statement/prospectus.

Vote Required

The affirmative vote of a majority of the votes cast for this proposal is required to approve (1) the Merger and (2) the issuance of an aggregate of (a) up to 45,880,820 shares of the Company’s Common Stock (including shares of Common Stock issuable upon conversion of our newly designated Series C Preferred Stock and merger consideration), (b) warrants to purchase up to 1,809,436 shares of the Company’s Common Stock in accordance with the Merger Agreement, and (c) options to purchase up to 925,833 shares of the Company’s Common Stock in accordance with the Merger Agreement. Abstentions and broker non-votes will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote. Brokerage firms do not have authority to vote customers’ un-voted shares held by the firms in street name on this proposal.

THE BOARD RECOMMENDS THAT OUR SHAREHOLDERS VOTE TO APPROVE THE MERGER AND THE ISSUANCE OF THE MERGER CONSIDERATION, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

PROPOSAL 2

APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK AND PREFERRED STOCK TO 200,000,000 SHARES FROM 54,000,000 SHARES AND 50,000,000 SHARES FROM 5,000,000 SHARES, RESPECTIVELY.

Purpose and Effect of the Amendment

On September 16, 2016, the Board approved, subject to the approval of the shareholders, the filing of a certificate of amendment (the “Certificate of Amendment”), in substantially the form attached hereto as  Annex C , subject to any changes required by law, to our Articles of Incorporation to increase our authorized number of shares of Common Stock and Preferred Stock to 200,000,000 shares from 54,000,000 shares and 50,000,000 shares from 5,000,000 shares, respectively.. The Board has directed that the Certificate of Amendment be submitted to the shareholders at the Special Meeting, with the recommendation that the shareholders adopt the same. Approval of the Certificate of Amendment is required for the Company to consummate the Merger. Without such approval, the Company will not have sufficient authorized shares available to issue the Merger Consideration and reserve shares to meet its other obligations to issue shares, such as upon the conversion of preferred stock or the exercise of warrants or stock options,

If approved by the shareholders, the Certificate of Amendment will become effective upon filing with the Secretary of State of Nevada. It is anticipated that this will occur promptly following the date of the Special Meeting.

The Company currently has 54,000,000 authorized shares of Common Stock and 5,000,000 authorized shares of preferred stock. As of the Record Date, the Company had approximately 4,078,960shares of Common Stock outstanding and 7,397 shares of Series D Preferred Stock designated of which 7,397 are outstanding and convertible into 739,706 shares of Common Stock..Excluding the Merger Consideration, the Company has reserved approximately 887,065 shares of Common Stock for potential future issuance pursuant to the Company’s options, warrants, convertible notes and convertible Series D Preferred Stock.

The terms of the additional shares of Common Stock will be identical to those of the currently outstanding shares of Common Stock. However, because holders of Common Stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, the issuance of additional shares of Common Stock will reduce the current shareholders’ percentage ownership interest in the total outstanding shares of Common Stock. This amendment and the creation of additional shares of authorized Common Stock will not alter the current number of issued shares. The relative rights and limitations of the shares of Common Stock will remain unchanged under this amendment.

Our issued and outstanding securities, as of the Record Date, on a fully diluted basis, are as follows:

The proposed increase in the authorized number of shares of Common Stock could have a number of effects on the Company's shareholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company, even if the persons seeking to obtain control of the Company offer an above-market premium that is favored by a majority of the independent shareholders. Similarly, the issuance of additional shares to certain persons allied with the Company's management could have the effect of making it more difficult to remove the Company's current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The Company does not have any other provisions in its charter, bylaws, employment agreements, credit agreements or any other documents that have material anti-takeover consequences. Additionally, the Company has no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device.

Shareholders should recognize that, as a result of the increase in our authorized Common Stock, they will own a fewer percentage of shares with respect to the total authorized shares of the Company, than they presently own, and will be diluted as a result of any issuances contemplated by the Company in the future.

Except as set forth in Proposal 1, there are currently no plans, arrangements, commitments or understandings for the issuance of the additional shares of capital stock which are proposed to be authorized.

If approved by the shareholders, the Certificate of Amendment will become effective upon filing with the Secretary of State of Nevada. It is anticipated that this will occur promptly following the date of the Special Meeting.

Vote Required

The affirmative vote of the holders of a majority of the voting capital outstanding is required to amend our Articles of Incorporation to increase our authorized Common Stock and Preferred Stock to 200,000,000 shares from 54,000,000 shares and 50,000,000 shares from 5,000,000 shares respectively. Abstentions and broker non-votes will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote. Brokerage firms do not have authority to vote customers’ un-voted shares held by the firms in street name on this proposal.

THE BOARD RECOMMENDS THAT OUR SHAREHOLDERS VOTE FOR THE APPROVAL TO AMEND OUR ARTICLES OF INCORPORATION TO INCREASE OUR AUTHORIZED COMMON STOCK AND PREFERRED STOCK TO 200,000,000 SHARES FROM 54,000,000 AND 50,000,000 SHARES FROM 5,000,000 SHARES, RESPECTIVELY AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

PROPOSAL 3

AUTHORIZING THE BOARD OF DIRECTORS

TO AMEND OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION TO EFFECT THE REVERSE SPLIT

Our Board has adopted resolutions to authorize the Board, in its sole discretion, to (1) amend our Articles of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock (the "Reverse Split") and (2) directing such proposal to be submitted to the holders of our voting capital for their approval.

The amendment to our Articles of Incorporation to effect the Reverse Split of our issued and outstanding Common Stock, if approved by the shareholders, will be substantially in the form set forth on  Annex D  (subject to any changes required by applicable law). If approved by the holders of our voting capital, the Reverse Split proposal would permit, but not require, our Board to effect a reverse stock split of our issued and outstanding Common Stock at any time prior to March 30, 2018 by a ratio of not less than 1-for-2 and not more than 1-for-10, with the exact ratio to be set at a whole number within this range as determined by our Board in its sole discretion. We believe that enabling our Board to implement the Reverse Split and set the ratio within the stated range will provide us with the flexibility to implement the Reverse Split in a manner designed to maximize the anticipated benefits for our shareholders. In determining a ratio, if any, following the receipt of shareholder approval, our Board may consider, among other things, factors such as:

Our Board reserves the right to elect to abandon the Reverse Split, including any or all proposed reverse stock split ratios, if it determines, in its sole discretion, that the Reverse Split is no longer in the best interests of the Company and its shareholders.

Depending on the ratio for the Reverse Split determined by our Board, no less than 2 and no more than 10 shares of existing Common Stock, as determined by our Board, will be combined into one share of Common Stock. No fractional shares of Common Stock will be issued as a result of the Reverse Split.  Instead, shareholders who otherwise would be entitled to receive a fractional share of Common Stock as a consequence of the Reverse Split will, upon surrender to the exchange agent of the certificates representing such fractional shares, be entitled to receive cash in an amount equal to the product obtained by multiplying (i) the closing sale price of the Company’s Common Stock on the business day immediately preceding the effective date of the Reverse Split as reported on the NASDAQ Capital Market by (ii) the number of shares of the Company’s Common Stock held by the shareholder that would otherwise have been exchanged for the fractional share interest.

The amendment to our Articles of Incorporation to effect the Reverse Split, if any, will include only the Reverse Split ratio determined by our Board to be in the best interests of our shareholders and all of the other proposed amendments at different ratios will be abandoned.

Background and Reasons for the Reverse Split; Potential Consequences of the Reverse Split

Our Board is submitting the Reverse Split to our shareholders for approval with the primary intent of increasing the market price of our Common Stock which may enhance liquidity and to make our Common Stock more attractive to a broader range of investors. The Company currently does not have any plans, arrangements or understandings, written or oral, to issue any of the authorized but unissued shares that would become available as a result of the Reverse Split. In addition to increasing the market price of our Common Stock and enhancing liquidity, the Reverse Split would also reduce certain of our costs, as discussed below. Accordingly, for these and other reasons discussed below, we believe that effecting the Reverse Split is in the Company's and our shareholders' best interests.

We believe that the Reverse Split, if implemented, will make our Common Stock more attractive to a broader range of institutional and other investors, as we believe that the current market price of our Common Stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers' commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of Common Stock can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that, if approved and implemented by our Board, the Reverse Split will make our Common Stock a more attractive and cost effective investment for many investors, which will enhance the liquidity of the holders of our Common Stock.

Reducing the number of outstanding shares of our Common Stock through the Reverse Split is intended, absent other factors, to increase the per share market price of our Common Stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our Common Stock. As a result, there can be no assurance that the Reverse Split, if implemented, will result in the intended benefits described above, that the market price of our Common Stock will increase following the Reverse Split or that the market price of our Common Stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our Common Stock after a Reverse Split will increase in proportion to the reduction in the number of shares of our Common Stock outstanding before the Reverse Split. Accordingly, the total market capitalization of our Common Stock after the Reverse Split may be lower than the total market capitalization before the Reverse Split.

Procedure for Implementing the Reverse Split

The Reverse Split, if approved by our shareholders, would become effective upon the filing of a certificate of amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada. The exact timing of the filing of the certificate of amendment that will affect the Reverse Split will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and our shareholders. In addition, our Board reserves the right, notwithstanding shareholder approval and without further action by the shareholders, to elect not to proceed with the Reverse Split if, at any time prior to filing the amendment to the Company's Articles of Incorporation, our Board, in its sole discretion, determines that it is no longer in our best interest and the best interests of our shareholders to proceed with the Reverse Split. If a certificate of amendment effecting the Reverse Split has not been filed with the Secretary of State of the State of Nevada by the close of business on *, 2017, our Board will abandon the Reverse Split.

Effect of the Reverse Split on Holders of Outstanding Common Stock

Depending on the ratio for the Reverse Split determined by our Board, a minimum of two (2) and a maximum of ten (10) shares of existing Common Stock will be combined into one new share of Common Stock. The table below shows, based on the 4,078,960 shares of Common Stock outstanding as of the Record Date, the number of outstanding shares of Common Stock (excluding Treasury shares) that would result from the listed hypothetical reverse stock split ratios:

The actual number of shares issued after giving effect to the Reverse Split, if implemented, will depend on the Reverse Split ratio that is ultimately determined by our Board.

The Reverse Split will affect all holders of our Common Stock uniformly and will not affect any shareholder's percentage ownership interest in the Company. In addition, the Reverse Split will not affect any shareholder's proportionate voting power.

The Reverse Split may result in some shareholders owning "odd lots" of less than 100 shares of Common Stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in "round lots" of even multiples of 100 shares.

After the effective time, our Common Stock will have new Committee on Uniform Securities Identification Procedures ("CUSIP") numbers, which is a number used to identify our equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures described below. After the Reverse Split, we will continue to be subject to the periodic reporting and other requirements of the Exchange Act. Our Common Stock will continue to be listed on The NASDAQ Capital Market under the symbol "DRAM”, subject to any decision of our Board to list our securities on another stock exchange.

Beneficial Holders of Common Stock (i.e. shareholders who hold in street name)

Upon the implementation of the Reverse Split, we intend to treat shares held by shareholders through a bank, broker, custodian or other nominee in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding our Common Stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered shareholders for processing the Reverse Split. Shareholders who hold shares of our Common Stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

Registered "Book-Entry" Holders of Common Stock (i.e. shareholders that are registered on the transfer agent's books and records but do not hold stock certificates)

Certain of our registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These shareholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

Shareholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Split Common Stock.

Holders of Certificated Shares of Common Stock

Shareholders holding shares of our Common Stock in certificated form will be sent a transmittal letter by our exchange agent after the effective time. The letter of transmittal will contain instructions on how a shareholder should surrender his, her or its certificate(s) representing shares of our Common Stock (the "Old Certificates") to the exchange agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Split Common Stock (the "New Certificates"). No New Certificates will be issued to a shareholder until such shareholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the exchange agent. No shareholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Shareholders will then receive a New Certificate(s) representing the number of whole shares of Common Stock that they are entitled as a result of the Reverse Split, subject to the treatment of fractional shares described below. Until surrendered, we will deem outstanding Old Certificates held by shareholders to be cancelled and only to represent the number of whole shares of post-Reverse Split Common Stock to which these shareholders are entitled, subject to the treatment of fractional shares. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive legends that are on the back of the Old Certificate(s).

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Fractional Shares

No fractional shares of Common Stock will be issued as a result of the Reverse Split. Instead, shareholders who otherwise would be entitled to receive a fractional share of Common Stock as a consequence of Reverse Split will, upon surrender to the exchange agent of the certificates representing such fractional shares, be entitled to receive cash in an amount equal to the product obtained by multiplying (i) the closing sale price of the Company’s Common Stock on the business day immediately preceding the effective date of the Reverse Split as reported on the NASDAQ Capital Market by (ii) the number of shares of the Company’s Common Stock held by the shareholder that would otherwise have been exchanged for the fractional share interest.

Effect of the Reverse Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities

Based upon the Reverse Split ratio determined by the Board, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of Common Stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of Common Stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Split as was the case immediately preceding the Reverse Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the Reverse Split ratio determined by the Board, subject to our treatment of fractional shares.

Accounting Matters

The proposed amendment to the Company's Articles of Incorporation will not affect the par value of our Common Stock, which will remain $0.001 par value per share. As a result, as of the effective time, the stated capital attributable to Common Stock and the additional paid-in capital account on our balance sheet will not change due to the Reverse Split. Reported per share net income or loss will be higher because there will be fewer shares of Common Stock outstanding.

Not a Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the implementation of the Reverse Split, the Board does not intend for this transaction to be the first step in a "going private transaction" within the meaning of Rule 13e-3 of the Exchange Act, and the implementation of the proposed Reverse Split will not cause the Company to go private.