CLEARONE INC

The form of the amendment to our Certificate of Incorporation relating to this Proposal No. 4, which we would file with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, is attached to this proxy statement as Appendix B.

The affirmative vote of shareholders that represent a majority of the shares of voting capital stock issued and outstanding is required to approve the Reverse Stock Split. Abstentions and broker non-votes will be treated as votes against the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE REVERSE STOCK SPLIT.

PROPOSAL NO. 5

**Approval of an Amendment to the CERTIFICATE OF INCORPORATION to eliminate

the prohibition against sHAREholders acting by written consent AND EXPRESSLY

AUTHORIZE SHAREHOLDERS TO ACT BY WRITTEN CONSENT

We are submitting for shareholder approval an amendment to our Certificate of Incorporation to remove the prohibition against shareholders taking action by written consent without holding a meeting. Our Board of Directors has unanimously approved, and recommends that all shareholders approve, the proposed amendment to Section (a) of Article VI of the Certificate of Incorporation to remove this prohibition by deleting Section (a) of Article VI in its entirety and expressly authorize shareholders to act by written consent. The discussion regarding this proposal is qualified in its entirety by reference to the complete text of Section (a) of Article VI of the Certificate of Incorporation, which is set forth below:

If you approve Proposal No. 5, the above section will be deleted from our Certificate of Incorporation and the following text will be approved as new Section (a) of Article VI of the Certificate of Incorporation:

(a)Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

We urge you to carefully read the section in its entirety and consider the implications of amending the Certificate of Incorporation to eliminate the prohibition against shareholders acting by written consent and expressly authorize shareholders to act by written consent because this summary may not contain all the information about this amendment that is important to you.