(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
1) | Give a greater voice in the direction of the Company; |
2) | Provide a hedge against or protect shareholders from potential future dilution; |
3) | Provide something genuinely unique that other companies do not do; and |
4) | Be structured to protect the many against the few. |
• | Any shareholder of record before June ______, 2019 can elect to receive this dividend. |
• | Shareholders of record of the Class A common stock may receive 1 share of Class C common stock for every 10 shares of Class A common stock they own. |
• | The Class C common stock will have five times the voting rights of the Class A common stock. |
• | The Class C common stock will not be tradeable. |
• | The holders of Class C common stock will be entitled to participate in any future dividends declared by the Board of Directors. |
• | The Class C common stock will be able to be converted into Class A shares in a ratio split over six years from the date of grant to hedge against any flooding of the market. |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE WRITTEN CONSENT SOLICITATION The Company’s Notice of Proposed Action by Written Consent and related Proxy Statement are available, free of charge, by contacting the Company at investorrelations@alpine4.com. |
ALPINE 4 TECHNOLOGIES, LTD. |
1. | ||
To approve an amendment (the |
WHO CAN VOTE: | You are entitled to vote if you were a shareholder of record at the close of business on June 18, 2019 (the “Record Date”). |
1. | It is important that your shares be represented and voted in connection with the written consent solicitation. Holders of record may submit their consent via the internet at VStock Transfer (www.vstocktransfer.com) and selecting “Proxy Voting Login” in the right-hand corner or by completing, signing and dating the enclosed written consent card and returning it in the enclosed postage-paid, return-addressed reply envelope to Alpine 4’s corporate office. Holders of record must vote in accordance with the instructions listed on the written consent card. Beneficial holders whose shares are held in street name must vote in accordance with the voting instructions provided to them by their bank, broker, trustee, custodian or other nominee. |
2. | If you sign and return your written consent without indicating how to vote on any particular proposal, the Alpine 4 Class A common shares represented by your proxy will be voted “FOR” the Proposal listed above in accordance with the recommendation of the |
3. | Terms used but not otherwise defined herein shall have the |
4. |
Name and Address of beneficial owner (1) | Amount of beneficial ownership of Class A Common Stock | Amount of beneficial ownership of Class B Common Stock | Percentage of Class A Common Stock (2) | Percentage of Class B Common Stock | Voting Power (3) | |||||||||||||||
Richard Battaglini, Former Chairman of the Board and Former President | 1,303,231 | 0 | 5.72 | % | 3.36 | % | ||||||||||||||
Kent B. Wilson, Chief Executive Officer, Director(4) | 2,401,689 | 1,000,000 | 10.54 | % | 62.5 | % | 31.98 | % | ||||||||||||
Scott Edwards, Director (5) | 252,000 | 200,000 | 1.11 | % | 12.50 | % | 5.81 | % | ||||||||||||
Charles Winters, Director (6) | 709,800 | 200,000 | 3.23 | % | 12.5 | % | 6.99 | % | ||||||||||||
Ian Kantrowitz, Director (7) | 847,371 | 200,000 | 3.86 | % | 12.50 | % | 6.50 | % | ||||||||||||
David Schmitt, Chief Financial Officer | 81,000 | 0 | 0.36 | % | 0 | % | 0.21 | % | ||||||||||||
All Officers and Directors As a Group (5 persons) | 3,965,583 | 1,600,000 | 17.40 | % | 100.00 | % | 51.48 | % |
Name and Address of beneficial owner (1) | Amount of beneficial ownership of Class A Common Stock | Amount of beneficial ownership of Class B Common Stock | Percentage of Class A Common Stock (2) | Percentage of Class B Common Stock | Voting Power (3) | |||||||||||||||
Kent B. Wilson, Chief Executive Officer, Director(4) | 2,401,689 | 1,850,000 | 9.40 | % | 37.00 | % | 27.67 | % | ||||||||||||
Jeff Hail, Chief Operating Officer | 541,000 | 350,000 | 2.12 | % | 7.00 | % | 5.35 | % | ||||||||||||
Scott Edwards, Director (5) | 252,000 | 350,000 | 0.99 | % | 7.00 | % | 4.97 | % | ||||||||||||
Charles Winters, Director (6) | 709,800 | 700,000 | 2.78 | % | 14.00 | % | 10.21 | % | ||||||||||||
Ian Kantrowitz, Director (7) | 847,371 | 700,000 | 3.32 | % | 14.00 | % | 10.39 | % | ||||||||||||
Richard Evans 515 W. Coliseum Blvd Ft. Wayne, IN 46808 | 3,270,000 | 0 | 12.80 | % | 0 | % | 4.33 | % | ||||||||||||
All Officers and Directors As a Group (5 persons) | 4,751,860 | 3,950,000 | 18.61 | % | 79.00 | % | 58.58 | % |
(1) | Except as otherwise indicated, the address of the stockholder is: Alpine 4 Technologies Ltd., |
(2) | The percentages listed in the table are based on |
(3) | The Voting Power column includes the effect of shares of Class B common stock held by the named individuals, as indicated in the footnotes below. Each share of Class B common stock has 10 votes. The total voting power for each person is also explained in the footnotes below. |
(4) | Mr. Wilson owned as of the |
(5) | Mr. Edwards owned as of the |
(6) | Mr. Winters owned as of the |
(7) | Mr. Kantrowitz owned as of the |
(8) | Mr. |
Name and Principal Position | Number of Late Reports | Transactions not Reported in Timely Manner | Known Failures to File a Required Form |
Kent Wilson, CEO, CFO, Director | 0 | 0 | None |
Charles Winters, Director | 1 | 2 | None |
Scott Edwards, Director | 1 | 1 | None |
Ian Kantrowitz, Director | 0 | 0 | None |
David Schmitt, CFO | 0 | 1 | None |
By Order of the Board of Directors, |
ALPINE 4 TECHNOLOGIES LTD. |
/s/ Charles Winters Chairman of the Board |
Phoenix, Arizona |
June 13, 2019 |
(i) | As used in this Section 2(f), the following terms shall have the following meanings: |
(1) | “Class B Stockholder” shall mean the registered holder of a share of Class B Common Stock. |
(2) | “Permitted Entity” shall mean, with respect to any individual Class B Stockholder, any trust, account, plan, corporation, partnership, or limited liability company specified in Section 2(f)(iii)(2) established by or for such individual Class B Stockholder, so long as such entity meets the requirements of the exception set forth in Section 2(f)(iii)(2) applicable to such entity. |
(3) | “Transfer” of a share of Class B Common Stock shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law. A “Transfer” shall also include, without limitation, a transfer of a share of Class B Common Stock to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, Voting Control over a share of Class B Common Stock by proxy or otherwise; provided, however, that the following shall not be considered a “Transfer” within the meaning of this Section 2(f)(i)(3): |
a) | the granting of a proxy to officers or directors of the Corporation at the request of the Board of Directors of the Corporation in connection with actions to be taken at an annual or special meeting of stockholders; |
b) | entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are Class B Stockholders, that (A) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Corporation, (B) either has a term not exceeding one (1) year or is terminable by the Class B Stockholder at any time and (C) does not involve any payment of cash, securities, property or other consideration to the Class B Stockholder other than the mutual promise to vote shares in a designated manner; or |
c) | the pledge of shares of Class B Common Stock by a Class B Stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction so long as the Class B Stockholder continues to exercise Voting Control over such pledged shares; provided, however, that a foreclosure on such shares of Class B Common Stock or other similar action by the pledgee shall constitute a “Transfer.” |
(4) | “Voting Control” with respect to a share of Class B Common Stock shall mean the power (whether exclusive or shared) to vote or direct the voting of such share of Class B Common Stock by proxy, voting agreement or otherwise. |
(5) | “Class C Stockholder” shall mean the registered holder of a share of Class C Common Stock. |
(6) | “Permitted Entity” shall mean, with respect to any individual Class C Stockholder, any trust, account, plan, corporation, partnership, or limited liability company specified in Section 2(f)(iii)(2) established by or for such individual Class C Stockholder, so long as such entity meets the requirements of the exception set forth in Section 2(f)(iii)(2) applicable to such entity. |
(7) | “Transfer” of a share of Class C Common Stock shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law. A “Transfer” shall also include, without limitation, a transfer of a share of Class C Common Stock to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, Voting Control over a share of Class C Common Stock by proxy or otherwise; provided, however, that the following shall not be considered a “Transfer” within the meaning of this Section 2(f)(i)(7): |
d) | the granting of a proxy to officers or directors of the Corporation at the request of the Board of Directors of the Corporation in connection with actions to be taken at an annual or special meeting of stockholders; |
e) | entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are Class C Stockholders, that (A) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Corporation, (B) either has a term not exceeding one (1) year or is terminable by the Class C Stockholder at any time and (C) does not involve any payment of cash, securities, property or other consideration to the Class C Stockholder other than the mutual promise to vote shares in a designated manner; or |
f) | the pledge of shares of Class C Common Stock by a Class C Stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction so long as the Class C Stockholder continues to exercise Voting Control over such pledged shares; provided, however, that a foreclosure on such shares of Class C Common Stock or other similar action by the pledgee shall constitute a “Transfer.” |
(8) | “Voting Control” with respect to a share of Class C Common Stock shall mean the power (whether exclusive or shared) to vote or direct the voting of such share of Class C Common Stock by proxy, voting agreement or otherwise. |
(ii) | Each share of Class B Common Stock shall be convertible into one (1) fully paid and non-assessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the transfer agent of the Corporation. |
(iii) | Each share of Class B Common Stock shall automatically, without any further action, convert into one (1) fully paid and non-assessable share of Class A Common Stock upon a Transfer of such share, other than a Transfer: |
(1) | from a Class B Stockholder to any other Class B Stockholder who is a natural person to any of the following Permitted Entities, and from any of the following Permitted Entities back to such Class B Stockholder and/or any other Permitted Entity established by or for such Class B Stockholder: |
a) | a trust for the benefit of such Class B Stockholder and for the benefit of no other person, provided such Transfer does not involve any payment of cash, securities, property or other consideration (other than an interest in such trust) to the Class B Stockholder and, provided, further, that in the event such Class B Stockholder is no longer the exclusive beneficiary of such trust, each share of Class B Common Stock then held by such trust shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock; |
b) | a trust for the benefit of persons other than the Class B Stockholder so long as the Class B Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust, provided such Transfer does not involve any payment of cash, securities, property or other consideration (other than an interest in such trust) to the Class B Stockholder, and, provided, further, that in the event the Class B Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust, each share of Class B Common Stock then held by such trust shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock; |
c) | a trust under the terms of which such Class B Stockholder has retained a “qualified interest” within the meaning of §2702(b)(1) of the Code and/or a reversionary interest so long as the Class B Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust; provided, however, that in the event the Class B Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust, each share of Class B Common Stock then held by such trust shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock; |
d) | an Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or a pension, profit sharing, stock bonus or other type of plan or trust of which such Class B Stockholder is a participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the Internal Revenue Code; provided that in each case such Class B Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held in such account, plan or trust, and provided, further, that in the event the Class B Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such account, plan or trust, each share of Class B Common Stock then held by such trust shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock; |
e) | a corporation in which such Class B Stockholder directly, or indirectly through one or more Permitted Entities, owns shares with sufficient Voting Control in the corporation, or otherwise has legally enforceable rights, such that the Class B Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such corporation; provided that in the event the Class B Stockholder no longer owns sufficient shares or has sufficient legally enforceable rights to enable the Class B Stockholder to retain sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such corporation, each share of Class B Common Stock then held by such corporation shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock; |
f) | a partnership in which such Class B Stockholder directly, or indirectly through one or more Permitted Entities, owns partnership interests with sufficient Voting Control in the partnership, or otherwise has legally enforceable rights, such that the Class B Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such partnership; provided that in the event the Class B Stockholder no longer owns sufficient partnership interests or has sufficient legally enforceable rights to enable the Class B Stockholder to retain sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such partnership, each share of Class B Common Stock then held by such partnership shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock; or |
g) | a limited liability company in which such Class B Stockholder directly, or indirectly through one or more Permitted Entities, owns membership interests with sufficient Voting Control in the limited liability company, or otherwise has legally enforceable rights, such that the Class B Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such limited liability company; provided that in the event the Class B Stockholder no longer owns sufficient membership interests or has sufficient legally enforceable rights to enable the Class B Stockholder to retain sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such limited liability company, each share of Class B Common Stock then held by such limited liability company shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock. |
(2) | by a Class B Stockholder that is a partnership, or a nominee for a partnership, which partnership beneficially held more than five percent (5%) of the total outstanding shares of Class B Common Stock as of the Effective Time, to any person or entity that, at the Effective Time, was a partner of such partnership pro rata in accordance with their ownership interests in the partnership and the terms of any applicable partnership or similar agreement binding the partnership at the Effective Time, and any further Transfer(s) by any such partner that is a partnership or limited liability company to any person or entity that was at such time a partner or member of such partnership or limited liability company pro rata in accordance with their ownership interests in the partnership or limited liability company and the terms of any applicable partnership or similar agreement binding the partnership or limited liability company at the Effective Time. All shares of Class B Common Stock held by affiliated entities shall be aggregated together for the purposes of determining the satisfaction of such five percent (5%) threshold. |
(3) | by a Class B Stockholder that is a limited liability company, or a nominee for a limited liability company, which limited liability company beneficially held more than five percent (5%) of the total outstanding shares of Class B Common Stock as of the Effective Time, to any person or entity that, at the Effective Time, was a member of such limited liability company pro rata in accordance with their ownership interests in the company and the terms of any applicable agreement binding the company and its members at the Effective Time, and any further Transfer(s) by any such member that is a partnership or limited liability company to any person or entity that was at such time a partner or member of such partnership or limited liability company pro rata in accordance with their ownership interests in the partnership or limited liability company and the terms of any applicable partnership or similar agreement binding the partnership or limited liability company. All shares of Class B Common Stock held by affiliated entities shall be aggregated together for the purposes of determining the satisfaction of such five percent (5%) threshold. |
(iv) | Each share of Class B Common Stock held of record by a Class B Stockholder who is a natural person, or by such Class B Stockholder’s Permitted Entities, shall automatically, without any further action, convert into one (1) fully paid and non-assessable share of Class A Common Stock upon the death of such Class B Stockholder. |
(v) | The Corporation may, from time to time, establish such policies and procedures relating to the conversion of the Class B Common Stock to Class A Common Stock and the general administration of this dual class common stock structure, including the issuance of stock certificates with respect thereto, as it may deem necessary or advisable, and may request that holders of shares of Class B Common Stock furnish affidavits or other proof to the Corporation as it deems necessary to verify the ownership of Class B Common Stock and to confirm that a conversion to Class A Common Stock has not occurred. A determination by the Secretary of the Corporation that a Transfer results in a conversion to Class A Common Stock shall be conclusive. |
(vi) | In the event of a conversion of shares of Class B Common Stock to shares of Class A Common Stock pursuant to this Section 2, such conversion shall be deemed to have been made at the time that the Transfer of such shares occurred. Upon any conversion of Class B Common Stock to Class A Common Stock, all rights of the holder of shares of Class B Common Stock shall cease and the person or persons in whose names or names the certificate or certificates representing the shares of Class A Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock. Shares of Class B Common Stock that are converted into shares of Class A Common Stock as provided in this Section 2 shall be deemed to be authorized and unissued shares, and may be reissued. |
(vii) | Each share of Class C Common Stock shall be convertible into one (1) fully paid and non-assessable share of Class A Common Stock at the option of the holder thereof as follows: |
a. | Between the date of issuance by the Company to the holder (the “Issuance Date”) and the third anniversary of the Issuance Date, the Class C common stock may not be converted into Class A common stock. |
b. | Beginning on the third anniversary of the Issuance Date (the “Initial Conversion Date”), the shareholder may convert up to 25% of the Class C shares owned by such holder into shares of Class A common stock. |
c. | Beginning on the fourth anniversary of the Issuance Date, the shareholder may convert up to an additional 25% of the Class C shares owned by such holder into shares of Class A common stock. |
d. | Beginning on the fifth anniversary of the Issuance Date, the shareholder may convert up to an additional 25% of the Class C shares owned by such holder into shares of Class A common stock. |
e. | Beginning on the sixth anniversary of the Issuance Date, the shareholder may convert up to an additional 25% of the Class C shares owned by such holder into shares of Class A common stock. |
f. | The conversion limitations and schedule listed above are referred to herein as the “Conversion Schedule.” |
g. | As discussed more fully below, any Transfer of Class C Common Stock shall result in the Initial Conversion Date being deemed to be reset, and shall be the third anniversary of such Transfer, and the Conversion Schedule shall be reset and calculated from the reset Initial Conversion Date. |
(viii) | Upon a Transfer of any share of Class C Common Stock, other than a Transfer: |
(1) | from a Class C Stockholder to any other Class C Stockholder who is a natural person to any of the following Permitted Entities, and from any of the following Permitted Entities back to such Class C Stockholder and/or any other Permitted Entity established by or for such Class C Stockholder: |
a) | a trust for the benefit of such Class C Stockholder and for the benefit of no other person, provided such Transfer does not involve any payment of cash, securities, property or other consideration (other than an interest in such trust) to the Class C Stockholder and, provided, further, that in the event such Class C Stockholder is no longer the exclusive beneficiary of such trust, the Initial Conversion Date shall be deemed to be three years from the date of the transfer to such trust, and the shares of Class C Common Stock shall thereafter be convertible pursuant to the Conversion Schedule set forth above; |
b) | a trust for the benefit of persons other than the Class C Stockholder so long as the Class C Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held by such trust, provided such Transfer does not involve any payment of cash, securities, property or other consideration (other than an interest in such trust) to the Class C Stockholder, and, provided, further, that in the event the Class C Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held by such trust, each share of Class C Common Stock then held by such trust shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock; |
c) | a trust under the terms of which such Class C Stockholder has retained a “qualified interest” within the meaning of §2702(b)(1) of the Code and/or a reversionary interest so long as the Class C Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held by such trust; provided, however, that in the event the Class C Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held by such trust, each share of Class C Common Stock then held by such trust shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock; |
d) | an Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or a pension, profit sharing, stock bonus or other type of plan or trust of which such Class C Stockholder is a participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the Internal Revenue Code; provided that in each case such Class C Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held in such account, plan or trust, and provided, further, that in the event the Class C Stockholder no longer has sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held by such account, plan or trust, each share of Class C Common Stock then held by such trust shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock; |
e) | a corporation in which such Class C Stockholder directly, or indirectly through one or more Permitted Entities, owns shares with sufficient Voting Control in the corporation, or otherwise has legally enforceable rights, such that the Class C Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held by such corporation; provided that in the event the Class C Stockholder no longer owns sufficient shares or has sufficient legally enforceable rights to enable the Class C Stockholder to retain sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held by such corporation, each share of Class C Common Stock then held by such corporation shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock; |
f) | a partnership in which such Class C Stockholder directly, or indirectly through one or more Permitted Entities, owns partnership interests with sufficient Voting Control in the partnership, or otherwise has legally enforceable rights, such that the Class C Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held by such partnership; provided that in the event the Class C Stockholder no longer owns sufficient partnership interests or has sufficient legally enforceable rights to enable the Class C Stockholder to retain sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held by such partnership, each share of Class C Common Stock then held by such partnership shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock; or |
g) | a limited liability company in which such Class C Stockholder directly, or indirectly through one or more Permitted Entities, owns membership interests with sufficient Voting Control in the limited liability company, or otherwise has legally enforceable rights, such that the Class C Stockholder retains sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held by such limited liability company; provided that in the event the Class C Stockholder no longer owns sufficient membership interests or has sufficient legally enforceable rights to enable the Class C Stockholder to retain sole dispositive power and exclusive Voting Control with respect to the shares of Class C Common Stock held by such limited liability company, each share of Class C Common Stock then held by such limited liability company shall automatically convert into one (1) fully paid and non-assessable share of Class A Common Stock. |
(2) | by a Class C Stockholder that is a partnership, or a nominee for a partnership, which partnership beneficially held more than five percent (5%) of the total outstanding shares of Class C Common Stock as of the Effective Time, to any person or entity that, at the Effective Time, was a partner of such partnership pro rata in accordance with their ownership interests in the partnership and the terms of any applicable partnership or similar agreement binding the partnership at the Effective Time, and any further Transfer(s) by any such partner that is a partnership or limited liability company to any person or entity that was at such time a partner or member of such partnership or limited liability company pro rata in accordance with their ownership interests in the partnership or limited liability company and the terms of any applicable partnership or similar agreement binding the partnership or limited liability company at the Effective Time. All shares of Class C Common Stock held by affiliated entities shall be aggregated together for the purposes of determining the satisfaction of such five percent (5%) threshold. |
(3) | by a Class C Stockholder that is a limited liability company, or a nominee for a limited liability company, which limited liability company beneficially held more than five percent (5%) of the total outstanding shares of Class C Common Stock as of the Effective Time, to any person or entity that, at the Effective Time, was a member of such limited liability company pro rata in accordance with their ownership interests in the company and the terms of any applicable agreement binding the company and its members at the Effective Time, and any further Transfer(s) by any such member that is a partnership or limited liability company to any person or entity that was at such time a partner or member of such partnership or limited liability company pro rata in accordance with their ownership interests in the partnership or limited liability company and the terms of any applicable partnership or similar agreement binding the partnership or limited liability company. All shares of Class C Common Stock held by affiliated entities shall be aggregated together for the purposes of determining the satisfaction of such five percent (5%) threshold. |
(ix) | Each share of Class C Common Stock held of record by a Class C Stockholder who is a natural person, or by such Class C Stockholder’s Permitted Entities, shall automatically, without any further action, convert into one (1) fully paid and non-assessable share of Class A Common Stock upon the death of such Class C Stockholder. |
(x) | The Corporation may, from time to time, establish such policies and procedures relating to the conversion of the Class C Common Stock to Class A Common Stock and the general administration of this dual class common stock structure, including the issuance of stock certificates with respect thereto, as it may deem necessary or advisable, and may request that holders of shares of Class C Common Stock furnish affidavits or other proof to the Corporation as it deems necessary to verify the ownership of Class C Common Stock and to confirm that a conversion to Class A Common Stock has not occurred. A determination by the Secretary of the Corporation that a Transfer results in a conversion to Class A Common Stock shall be conclusive. |
a. | In the event of a conversion of shares of Class C Common Stock to shares of Class A Common Stock pursuant to this Section 2, such conversion shall be deemed to have been made at the time that the Transfer of such shares occurred. Upon any conversion of Class C Common Stock to Class A Common Stock, all rights of the holder of shares of Class C Common Stock shall cease and the person or persons in whose names or names the certificate or certificates representing the shares of Class A Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock. Shares of Class C Common Stock that are converted into shares of Class A Common Stock as provided in this Section 2 shall be retired and may not be reissued. |
1. | To approve an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to authorize the Company to issue three classes of Common Stock, including a new Class C common stock. |
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Date: | Date: |