UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A
INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange

Act of 1934

 

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

 Preliminary Proxy Statement

 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

 Definitive Additional Materials

 Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec.240.14a-12

  XSUGARMADE, INC.
(Exact name of registrant as specified in its charter)

DelawarePreliminary Proxy Statement 94-3008888
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
750 Royal Oaks Dr., Suite 108, Monrovia, CADefinitive Proxy Statement91016
(Address of principal executive offices)Definitive Additional Materials (Zip Code)

(888) 982-1628
Soliciting Material Pursuant to §240.14a-12(Registrant’s telephone number, including area code)

SUGARMADE, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.required

Fee computed on table below per Exchange Act Rules 14a-6(i)(1)(4) and 0-11.O-11.

(1)Title of each class of securities to which transaction applies: n/a
(2)Aggregate number of securitiesSecurities to which transaction applies: n/a
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (SetO-11 (set forth the amount on which the filing fee is calculated and state how it was determined): n/a
(4)Proposed maximum aggregate value of transaction: n/a
(5)Total fee paid: n/a

Fee paid previously withby written preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number of the Form or the form or scheduleSchedule and the date of its filing.

(1)Amount previously paid:Previously Paid: n/a
(2)Form, scheduleSchedule or registration statement no.Registration Statement No.: n/a
(3)Filing party:Filing: n/a
(4)Date filed:Date: n/a
 
 

SUGARMADE, INC.

167 N. Sunset Avenue750 ROYAL OAKS DRIVE

City of Industry,SUITE 108

MONROVIA, CA 91744

Tel:(888) 982-1628

September 15, 2017

Dear Stockholder:91016

 

August 21, 2018

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Our Stockholders:

You are cordially invited to attend ajoin the 2018 Special Meeting of Stockholders of Sugarmade, Inc. (the “Special Meeting”) of SUGARMADE, INC. to be held at 750 Royal Oaks Drive, Monrovia, CA 91016, on November 3, 2017October 10, 2018 at 8:00 a.m., Pacific Time. For directions to attend the meeting, please call us at 167 N. Sunset Avenue, Citycall 1-888-982-1628.

This Notice of Industry, CA. OnlySpecial Meeting and Proxy Statement describe the matters proposed by the Board of Directors to be considered and voted upon by our stockholders of record at the close of business on September 22, 2017 are entitled to the notice of, and to vote at the Special Meeting. At the Special Meeting, includingyou will be asked to vote on the following proposals.

1.        To approve an amendment to the Articles of Incorporation to increase our authorized capital 300,000,000 common shares to 2,000,000,000 common shares.

2.        To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies; and

3.        To transact such other business as may properly come before the meeting, or any postponement or adjournment thereof.

 

Details regarding the business to be conducted are more fully described in the accompanying NoticeYour vote is important. Whether you own relatively few or a large number of Special Meeting and Proxy Statement.

Itshares of our stock, it is important that your shares be represented and voted at the Special Meeting, and you are encouraged to vote your shares as soon as possible.Meeting. If you are unable to attend the meeting in person, I urge you to complete, date and sign the enclosed proxy card and promptly return it to us in the envelope provided. If you prefer, you can save time by voting through the internet as described in the proxy statement and on the enclosed proxy card. Your vote is important.

We look forward to seeing you at the Special Meeting

Sincerely yours,

/s/ Jimmy Chan
President, Chairman of the Board

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to Be Held on November 3, 2017.

 

 
 

SUGARMADE, INC.

167 N. Sunset Avenue

City of Industry, CA 91744

Tel:(888) 982-1628


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 3, 2017

To the Stockholders of SUGARMADE, INC.

AAt this Special Meeting, we are asking you to approve an amendment to the Company’s Certificate of Stockholders (the “Special Meeting”) of SUGARMADE, INC., a Nevada corporation (the “Company”), will be held at167 N. Sunset Avenue, City of Industry, Ca.on Friday, November 3, 2017, at 8 a.m. forIncorporation to increase the following purposes:

1.To approve an amendment to the Articles of Incorporation to increase our authorized capital from 300,000,000 common shares to 1,000,000,000 common shares.

2.To Amend the Company’s Articles of Incorporation to authorize ten million (10,000,000) shares of newly created Series C Preferred Stock.

3.To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies; and,

4.To transact such other business as may properly come before the meeting, or any postponement or adjournment thereof.

THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS.

You have the right to receive notice of and to vote at the Special Meeting if you were a stockholder of record at the close of business on September 22, 2017. Whether or not you expect to be present in person at the Special Meeting, please sign the proxy and return it promptly. In the event there are not sufficient votes for a quorum or to approve any of the foregoing proposals at the time of the Special Meeting, the Special Meeting may be adjourned in order to permit further solicitation of the proxies by the Company.

By Order of the Board,

Jimmy Chan
CEO and Chairman
September 15, 2017

Even if you vote your shares prior to the Special Meeting, you still may attend the Special Meeting and vote your shares in person.

Table of Contents

GENERAL1
SPECIAL MEETING INFORMATION1
VOTING INFORMATION2
INFORMATION REGARDING THIS SOLICITATION4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT5
PROPOSAL 1: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S AUTHORIZED CAPITAL FROM 300,000,000 TO 1,000,000,000 COMMON SHARES7
PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO AUTHORIZE THE BOARD OF DIRECTORS TO AUTHORIZE AND CREATE TEN MILLION (10,000,000) SHARES OF SERIES C PREFERRED STOCK8
PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING10
OTHER BUSINESS10
SUBMISSION OF STOCKHOLDER PROPOSALS10
PRIVACY PRINCIPLES11

SUGARMADE, INC.

167 N. Sunset Avenue

City of Industry, CA 91744

Tel:(888) 982-1628


PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

INTRODUCTION

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Sugarmade, Inc. a Delaware corporation (the “Company,” “we,” “us” or “our”), for use at the Company’s Special Meeting of Stockholders (the “Special Meeting”) to be held on Friday, November 3, 2017, at 8:00 a.m. Pacific Time at 167 N. Sunset Avenue, City of Industry, CA 91744 and at any postponements or adjournments thereof. This proxy statement and the accompanying proxy card are first being sent to stockholders on or about September 22, 2017.

We encourage you to vote your shares, either by voting in person at the Special Meeting or by granting a proxy(i.e.,authorizing someone to vote your shares). If you properly sign and date the proxy card, and the Company receives it in time for the Special Meeting, the persons named as proxies will vote the shares registered directly in your name in the manner that you specified. Please complete and return the paper proxy card in the pre-addressed, postage-paid envelope provided.

SPECIAL MEETING INFORMATION

Date and Location

We will hold the Special Meeting on Friday, November 3, 2017, at 8 a.m. Pacific Time at 167 N. Sunset Avenue, City of Industry, CA 91744.

Admission

Only record or beneficial owners of the Company’s common stock as of the close ofCompany believes that the proposed increase in authorized common stock is desirable to provide additional flexibility for, 1) present and potential business and financial transactions, 2) to provide the Company the ability to fully perform under a Master Marketing Agreement with BizRight Hydroponic, Inc. (“BizRight”) entered into on September 22,December 13, 2017 or their proxies may attend the Special Meeting. Beneficial owners must alsoand, 3) to have sufficient shares available to provide evidence of stock holdings, such as a recent brokerage account or bank statement.

Purpose of the Special Meeting

At the Special Meeting, you will be asked to vote on the following proposals:

1.To approve an amendment to the Articles of Incorporation to increase our authorized capital 300,000,000 common shares to 1,000,000,000 common shares.
2.To approve an amendment to the Articles of Incorporation to authorize ten million (10,000,000) shares of newly created Series C Preferred Stock.
3.To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies; and
4.To transact such other business as may properly come before the meeting, or any postponement or adjournment thereof.

 -1-

VOTING INFORMATION

Record Dateequity incentives for our executives, directors, employees and Quorum Requiredconsultants.

 

The record date of the Special Meeting is the close of business on September 22, 2017August 23, 2018 (the “Record Date”). You may cast one vote for each share of our common stock that you own as of the Record Date.

 

A quorum of stockholders must be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting, in person or by proxy, of stockholders entitled to cast a majority of the votes entitled to be cast as of the Record Date will constitute a quorum. Abstentions will be treated as shares present for quorum purposes. Broker shares for which the nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on certain proposals (“Broker Non-Votes”) will be treated as shares present for quorum purposes. On the Record Date, there were240,340,157 264,612,921 shares of our common stock outstanding and entitled to vote. Thus,120,170,078 132,306,461 shares of our common stock must be represented by stockholders’ present at the Special Meeting or by proxy to have a quorum.

 

If a quorum is not present at the Special Meeting, the stockholders who are represented may adjourn the Special Meeting until a quorum is present. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit further solicitation of proxies.

 

Submitting Thank you for your support of our company.

/s/ Jimmy Chan

Jimmy Chan, President and Chairman of the Board

Monrovia, CA

Dated: August 21, 2018

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

FOR THE SPECIAL MEETING OF STOCKHOLDERS

BE HELD ON OCTOBER 10, 2018

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Sugarmade, Inc. (“we,” “us,” “our” or the “Company”), for use at a Special Meeting of Stockholders (the “Special Meeting”) to be held on October 10, 2018 at 8:00 a.m. (local time) at 750 Royal Oaks Dr., Suite 108, Monrovia, CA 91016 and any adjournments or postponements of the Special Meeting. The Board of Directors, or the “Board,” is soliciting proxies for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders.

Record Date and Share Ownership

Only stockholders of record on our books at the close of business on August 23, 2018 will be entitled to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. As of the close of business on August 21, 2018, we had 264,612,921 shares of Common Stock outstanding. Each share of Common Stock entitles the record holder to one vote on each matter to be voted upon by the holders of Common Stock at the Special Meeting. Copies of the Notice of the Special Meeting of Stockholders and the enclosed proxy card will be mailed to stockholders of record on or about August 25, 2018.

Voting Instructions for Shares Held Through a Brokerin Person

 

If you plan to attend the meeting and vote in person, we will provide you with a ballot upon your arrival. However, if you hold your shares in the name of common stock through a broker, bank or other nominee, you must followbring an account statement or letter from the voting instructionsnominee indicating that you receive from your broker, bank or nominee.were the beneficial owner of shares of Common Stock on August 23, 2018, the record date for voting. If you hold shares of our common stock through a broker, bank or other nominee and you wantplan to vote in person at the Special Meeting, you must obtain a legal proxy from the record holder of your shares and present itmeeting, please bring valid identification. Attendance at the meeting. Ifmeeting will require the presentation of valid government issued identification. Even if you docurrently plan to attend the meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not submit voting instructions to your broker, bank or other nominee, your broker, bank or other nomineeattend the meeting.

 -1-

Voting by Proxy

Shares represented by a properly executed proxy in the form that accompanies this proxy statement will not be permitted to vote your shares on any proposal consideredvoted at the Special Meeting.

Authorizing a Proxy for Shares Held in Your Name

IfMeeting and, if you are a record holder of shares of our common stock, you may authorize a proxy to voteprovide instructions on your behalf by mail, as described on the enclosed proxy card. Authorizing a proxy will not limit your right to vote in person at the Special Meeting. A properly completed, executed and submitted proxy, will be voted in accordance with your instructions, unless you subsequently revoke the proxy. If you authorize a proxy without indicating your voting instructions, the proxyholder will vote your shares according to the Board’s recommendations.

Revoking Your Proxy

If you are a stockholder of record, you can revoke your proxy by (1) delivering a written revocation notice prior to the Special Meeting to our President, Jimmy Chan at167 N. Sunset Avenue, City of Industry, CA 91744; (2) delivering a later-dated proxy that we receive no later than the opening of the polls at the Special Meeting; or (3) voting in person at the Special Meeting.those instructions. If you hold shares of common stock through a broker, bank or other nominee,in your own name, you must followmay vote by proxy by marking, dating, signing and mailing the instructionsenclosed proxy card in the prepaid envelope provided. If you receive from your nominee in order to revoke your voting instructions. Attending the Special Meeting does not revokereturn your proxy unless you also vote in person at the Special Meeting.

 -2-

Vote Required

Proposal 1 —To approve an Amendment to the Articles of Incorporation to increase our authorized capital from 300,000,000 to 1,000,000,000 common shares.

Affirmative vote of the majority of the votes entitled to be cast by the holders of the common stock.NoAbstentions and broker non-votes, if any, will have the same effect of a vote against this proposal.

Proposal 2 —To authorize the creation of ten million (10,000,000) Series C Preferred Shares

Affirmative vote of the holders of a majority of the votes cast at the Special Meeting. 

No 

Abstentions and broker non-votes, if any, will have the same effect of a vote against this proposal. 

Proposal 3To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.Affirmative vote of the holders of a majority of the votes cast at the Special Meeting.NoAbstentions and broker non-votes, if any, will have the same effect of a vote against this proposal.

 -3-

INFORMATION REGARDING THIS SOLICITATION

Our Board is making this solicitation and the Company but fail to provide instructions with your proxy as to how your shares should be voted, your shares will bear the expense of the solicitation of proxies for the Special Meeting, including the cost of preparing, printing, and mailing this proxy statement, the accompanying Notice of Special Meeting of Stockholders, and the proxy card. If brokers, trustees, or fiduciaries and other institutions or nominees holding shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies form, such beneficial owners, we will reimburse such persons for their reasonable expenses in so doing. In addition, we will indemnify them against any losses arising out of that firm’s proxy soliciting services on our behalf.

In additionbe voted according to the solicitation of proxies by the use of the mail, proxies may be solicited in person and/or by telephone or facsimile transmission by directors, officers or employees of the Company the Company’s officers are located at 167 N. Sunset Avenue, City of Industry, CA 91744. No additional compensation will be paid to directors, officers or regular employees of the Company for such services.

Stockholders may also provide their voting instructions via email through the Internet. This option requires stockholders to input the Control Number which is located on each proxy card. After inputting this number, stockholders will be prompted to provide their voting instructions. Stockholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their Internet link. Stockholders who vote via the Internet, in addition to confirming their voting instructions prior to submission, will also receive an e-mail confirming their instructions upon request.

If a stockholder wishes to participate in the Meeting, but does not wish to give a proxy electronically, the stockholder may still submit the proxy card originally sent with this Proxy Statement or attend in person.

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

A number of brokerages and other institutional holders of record have implemented householding. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, please notify your broker. Stockholders who currently receive multiple copies of the proxy statement at their addresses and would like to request information about householding of their communications should contact their brokers or other intermediary holder of record. You can notify us by sending a written request to: Jimmy Chan, President, 167 N. Sunset Avenue, City of Industry, CA 91744.

 -4-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as ofSeptember 22, 2017, the beneficial ownership of each current director, the Company’s executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of the Company’s common stock, and the executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and includes voting or investment power with respect to the securities. Common stock subject to options or warrants that are currently exercisable or exercisable within 60 days ofSeptember 22, 2017, are deemed to be outstanding and beneficially owned by the person holding such options or warrants. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Percentage of ownership is based on 214,826,834 shares of the Company’s common stock outstanding as ofSeptember 22, 2017.

Unless otherwise indicated, to our knowledge, each stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder, except to the extent authority is shared by their spouses under applicable law. Unless otherwise indicated, the address of all executive officers and directors is c/o President, 167 N. Sunset Avenue, City of Industry, CA 91744.

The Company’s directors are divided into two groups — interested directors and independent directors. Interested directors are “interested persons” as defined in Section 2(a)(19) of the 1940 Act.

IDENTITY OF PERSON

OR GROUP

 CLASS TOTAL
SHARES OWNED
 PERCENT OF
SHARES
OWNED
Jimmy Chan
CEO and Chairman
 Common Stock  31,494,733   13.1%
           
Richard Ko
Director and Treasurer
 Common Stock  2,530,572   1%

(1)Beneficial ownership has been determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

(

(2)

The persons named above known to be a beneficial owner of 5% or more of the Company’s stock may be deemed to be a “parent” and “promoter” of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct holdings in the Company.

 -5-

The following table sets forth as September 13, 2017, the dollar rangerecommendations of our securities owned by our directors and executive officers.

NameDollar Range of Equity
Securities Beneficially Owned(1)(2)
Interested Director:
Jimmy Chan
over $100,000
Directors:
Richard Ko
$50,001-$100,000

(1)The dollar range of the equity securities beneficially owned is based on the closing price per share of the Company’s common stock of $0.03 on September 14, 2017 on the OTCBB.
(2)

The dollar ranges of equity securities beneficially owned are: none; $1-$10,000; $10,001-$50,000; $50,001-$100,000; and over $100,000.

 -6-

PROPOSAL 1: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S AUTHORIZED CAPITAL FROM 300,000,000 TO 1,000,000,000 COMMON SHARES

The Board has adopted, and recommends that stockholdersto (1) approve an amendment to the Company’s Articles of Incorporation to increase our authorized capital from 300,000,000 common shares to 1,000,000,0002,000,000,000 common shares. (the “Increaseshares and (2) if required, to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.

If other matters come before the Special Meeting, the persons named as proxies will vote on such matters in Authorized Capital Proposal”)accordance with their best judgment. We have not received any notice of other matters that may properly be presented at the Special Meeting. We bear the expense of soliciting proxies. Our directors, officers or employees may also solicit proxies personally or by telephone, email, facsimile or other means of communication. The Company may use the services of other third-parties to solicit proxies for the Special Meeting (in which case the Company may also compensate such other third-parties for services rendered). We might reimburse banks, brokerage firms and other custodians, nominees and fiduciaries representing beneficial owners of our Common Stock, for their expenses in forwarding soliciting materials to those beneficial owners.

Revoking a Proxy

You may revoke your proxy at any time prior to the start of the Special Meeting by delivering written instructions to our corporate secretary at the address set forth under“Communication with the Board of Directors”below. Attendance at the Special Meeting will not itself be deemed to revoke your proxy unless you give notice at the Special Meeting that you intend to revoke your proxy and vote in person. If you are a beneficial owner of shares held in “street name,” you may submit new voting instructions by contacting your broker, bank or other nominee.

 -2-

Quorum Required

A quorum of stockholders is necessary to hold a valid meeting. A majority of shares entitled to vote generally in the election of directors, present in person or represented by proxy, shall constitute a quorum at the Special Meeting. Shares which abstain from voting on a particular matter and “broker non-votes,” or shares held in “street name” by brokers, banks or other nominees who indicate on their proxies that they do not have discretionary authority to vote such shares on a particular matter, are counted for purposes of determining whether a quorum exists.

Votes Required

Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters to be voted on at the Special Meeting. With respect to “non-routine” matters, bank, brokerage firm or other nominees are not permitted under the rules governing self-regulatory organizations, or SRO rules, to vote its clients’ shares if the clients do not provide instructions. Broker non-votes and abstentions, if any, will have the effect of votes “AGAINST” with respect to such non-routine matters.

No Dissenters’ Rights

 

The Increase in Authorized Capital Proposalproposed corporate actions on which the stockholders are being asked to vote are not corporate actions for which stockholders of a Delaware corporation have dissenter’s rights under the Delaware General Corporation Law.

 

The form of the proposed amendment to the Company’s Articles of Incorporation to affect an increase in Authorized Capital is attached to this Proxy Statement as Appendix A. Under the terms of the Authorized Capital Proposal, the Board will be given the authority to implement the proposed amendment.PROPOSAL NO. 1 — APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED

SHARES OF COMMON STOCK.

 

Reasons for the ProposalGeneral

 

The purposeOur Board of theDirectors has approved, subject to stockholder approval, an amendment to our ArticlesCertificate of Incorporation is(the “Common Stock Increase Amendment”) to reorganizeincrease the number of authorized shares of our capital structure, which management believes will better position uscommon stock from 300,000,000 to attract financing. There will be no change to2,000,000,000 (“Proposal No. 1”). The Company’s Certificate of Incorporation currently authorizes the issued and outstandingissuance of 300,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”). As of August 21, 2018, we had 264,612,921 shares as a result of theCommon Stock outstanding. The increase in our authorized capital.shares of Common Stock will be effective upon the filing of the Common Stock Increase Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware.

 

Effect -3-

Effects and Purpose of the Increase in Authorized Capital on Holders of Outstanding Common Stock

 

The additional shares of Common Stock will have the same rights as the presently authorized shares, including the same voting rights, and rights to dividends and other distributions and will be identical in all other respects to our Common Stock now authorized.

As of August 21,2018, the Company had 264,612,921 shares of Common Stock issued and outstanding. Given the Company’s need for additional available authorized shares of Common Stock to meet the Company’s business and financial needs, as well as the Company’s obligations in respect of its outstanding stock options, warrants and convertible securities, the Board of Directors believes that the increase in the number of authorized shares of Common Stock is necessary and in the Company’s best interests.

We have no shares of our Preferred Stock issued and outstanding.[1]

Although the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our Common Stock, the Board of Directors may in the future issue the additional shares of Common Stock authorized by the Common Stock Increase Amendment to raise additional capital, to satisfy obligations in respect of its outstanding stock options, warrants and convertible securities, to provide equity incentives to employees, officers or directors or for other purposes.

If implemented, the Common Stock Increase Amendment is approved, the Company will have sufficient shares of Common Stock available

(i) to fully perform under a Master Marketing Agreement with BizRight Hydroponic, Inc. (“BizRight”) entered into on December 13, 2017. BizRight is a leading marketer and manufacturer of cannabis and hydroponic growth supplies, which offers a range of hydroponics-related products including: HPS grow lights, electronic ballasts, HPS Bulbs, nutrient mixes, environmental control products, pH measurement and calibration solutions and other cannabis-related grow and storage products. Under the Master Marketing Agreement, BizRight and its owners will be compensated via a combination of cash and common shares in Authorized Capital will affect all holdersSugarmade. At full earn out outlined in said Agreement, the Company may be required to pay to BizRight and its owners a total of four hundred fifty million (450,000,000) shares of common stock, uniformlyand


[1]On August 16, 2018, Sugarmade, Inc. filed with the Delaware Secretary of State a Certificate Of Correction with a Corrected Certificate of Designations, Powers, Preferences And Other Rights Of The Series A Convertible Preferred Stock. It had been determined that the Certificate of Designations, Powers, Preferences and will not affect any stockholder’s percentage ownership interest inother Rights of Series B Convertible Preferred Stock filed on April 24, 2015 should have been designated Series A Preferred Shares. Except for the Company. In addition,correction of the Increase in Authorized Capital will not affect any stockholder’s proportionate voting power.class and series of the shares of Preferred Stock named therein there were no other substantive inaccuracies or substantive defects corrected. No Preferred Stock are issued and outstanding.

 -4-

(ii) sufficient shares to compensate directors and officers as equity compensation and, as vested, can become exercisable; and

 

After(iii) sufficient shares to provide for the effective dateconversion of the Company’s convertible promissory notes and warrants to acquire additional shares, if said notes are converted and not repaid in accordance with the term and conditions thereof.

All of the shares referred to above will be restricted securities. Restricted securities are securities acquired in an unregistered private sale from the issuer or from an affiliate of such an issuer and cannot be sold unless registered under the Securities Act of 1933, as amended, unless there is an exemption from registration available.

In addition to the potential issuances listed above, which the Company anticipates may take place if the Common Stock Increase Amendment is approved, the Company also anticipates issuances in Authorized Capital, weongoing financings in connection with the Company’s expansion of its business. The Company does not currently have specific plans for a significant financing but will continueneed to raise further funding over the course of this year as it has done in preceding years.

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have or be used for an anti-takeover effect, the Common Stock Increase Amendment is not being proposed in response to any effort of which the Company is aware to accumulate shares of our Common Stock or obtain control of the Company.

Our Common Stock is currently registered under the Securities Exchange Act of 1934, as amended, and the Company is subject to the periodic reporting and other requirements of the Securities Exchange ActAct. The Common Stock Increase Amendment will not affect the registration of 1934, as amended. The common stock will continue to be listed on the OTCBBCompany’s Common Stock under the symbol “SGMD”.Exchange Act.

 

No Going Private TransactionAppraisal Rights

 

TheNo stockholder appraisal rights will be applicable in connection with the Common Stock Increase in Authorized Capital, if implemented, is not intended to be the first step in a “going private transaction” within the meaning of Rule 13e-3Amendment.

Implementation of the Securities Exchange Act of 1934, as amended.Common Stock Increase Amendment

 

Federal Income Tax ConsequencesIf the Common Stock Increase Amendment is approved at the Special Meeting, our Board intends to implement the Common Stock Increase Amendment by filing an amendment to our Certificate of Incorporation with the Secretary of State of the Increase in Authorized Capital

WhereasState of Delaware as contemplated by the Increase in Authorized Capital has no effect on individual shareholders share positions, there are no material U.S. federal income tax consequencesproposed form of  the Increase in Authorized Capital to holders“Certificate of common stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO AUTHORIZE THE INCREASE IN AUTHORIZED CAPITAL.Amendment” attached hereto as Appendix A.

 

 -7--5-

 

PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO AUTHORIZE THE BOARD OF DIRECTORS TO AUTHORIZE AND CREATE TEN MILLION (10,000,000) SHARES OF SERIES C PREFERRED STOCK

The Board has adopted, and recommends that stockholders approve an amendment to the Company’s Articles of Incorporation to authorize ten million (10,000,000) shares of Series C Preferred Stock.

ReasonsVote Required for the ProposalApproval

 

The purposeaffirmative vote of holders of a majority of the outstanding shares of our Common Stock entitled to vote at the Special Meeting is required to approve the amendment to our Articles of Incorporation is to reorganize our capital structure, which management believes will better position the Company to attract financing. Management believes this is needed to meet future growth goals for the Company. There will be no change to the issued and outstanding common shares or to other classes of preferred shares as a result of the creation of this new series of preferred stock.

Proposed Change to Articles of Incorporation

The proposal is to add the following section to the Company’s Articles of Incorporation:

There is hereby created a series of preferred stock of 10,000,000 shares, which shall be designated Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”).

The designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions of the Series C Preferred Stock, in addition to those set forth in the Certificate of Incorporation shall be as follows:

(1)Amount of Series.  The corporation shall have the authority to issue not more than 10,000,000 shares of Series C Convertible Preferred Stock at the discretion of the Board of Directors.

(2)Dividends.  Series C will not be eligible for dividends.

(3)Liquidation Rights.  Any assets distributable to holders of capital stock of the Corporation upon the liquidation, dissolution, or winding-up of the affairs of the Corporation shall be distributed to holders of Common Stock and Preferred Stock on an “as-converted,” such that each share of Preferred Stock shall be entitled to receive the amount distributable to each share of Common Stock times the Conversion Factor on the record date for the distribution.

(4)Conversion.  The shares of Series C Preferred Stock shall be convertible at the office of the transfer agent foreffect the Common Stock (the “Transfer Agent”), and at such other place or places, if any, as the Board of DirectorsIncrease Amendment. If a majority of the Corporation may designate, into fully paid and non-assessableoutstanding shares (calculated asof our Common Stock are not voted to each conversionapprove Proposal No. 1, the increase to the nearest l/100thauthorized shares of a share) of Common Stock at a rate of one share of common stock for each share of Series C Preferred.   No fractional shares ofour Common Stock will be issued, and instead the number of shares of Common Stock to be issued on conversion of Preferred Stock will, to the extent necessary, be rounded up to the nearest whole number of shares.not take effect at that time.

 

Before any holder of sharesRecommendation

We recommend that you voteFORapproval of the Preferred Stock shall be entitledAmendment to convert the same into Common Stock, the holder shall surrender the certificate or certificates therefore, duly endorsedour Certificate of Incorporation to the Corporation or in blank, at the office of the Transfer Agent or at such other place or places, if any, as the Board of Directors of the Corporation has designated, and shall give written notice to the Corporation at said office or place that it elects to convey the same and shall state in writing therein the name or names (with addresses) in which it wishes the certificate or certificates for Common Stock to be issued.  

The Corporation will, as soon as practicable thereafter, issue and deliver at said office or place to such holder of shares of the Preferred Stock, or to its nominee or nominees, certificates for the number of full shares of Common Stock to which it shall be entitled as aforesaid. Shares of the Preferred Stock shall be deemed to have been converted as of the close of business on the date of the surrender of such shares for conversion as provided above, and the person or persons entitled to receiveeffect the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the close of business on such date.

 -8-

9) Voting Rights. Holders of Series C will hold voting rights on all matters put forth to the common shareholders. Each share of Series B held will receive one hundred (100) votes on a common share basis (100 times voting power).Increase Amendment.

 

10) Other Provisions. The Company reserves the right to accept or reject any subscription in its sole discretion for any reason whatsoever and to withdraw and Series C offering at any time prior to the acceptance of the subscriptions received. Subscription funds paid by a Subscriber whose subscription is rejected will be returned promptly without interest or deduction. The Corporation will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of shares of the Preferred Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or transfer and delivery of shares of Common Stock in a name other than that in which the shares of the Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax or has established to the satisfaction of the Corporation that such tax has been paid.

Effect of the Increase in Authorized Capital on Holders of Outstanding Common Stock

If implemented, newly created Series C Preferred stock will affect all holders of common stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company. The creation may affect stockholder’s proportionate voting power at future dates.

No Going Private Transaction

The Increase in Authorized Capital, if implemented, is not intended to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended.

Federal Income Tax Consequences of the Increase in Authorized Capital

Whereas the Increase in Authorized Capital has no effect on individual shareholders share positions, there are no material U.S. federal income tax consequences of the Increase in Authorized Capital to holders of common stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO AUTHORIZE THE SERIES C PREFERRED SHARES.

 -9-

PROPOSAL 3:NO 2 - ADJOURNMENT OF THE SPECIAL MEETING

 

The Company’s stockholders may be asked to consider and act upon one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of any or all of the other proposals set forth in this proxy statement.

 

If a quorum is not present at the Special Meeting, the Company’s stockholders may be asked to vote on the proposal to adjourn the Special Meeting to solicit additional proxies. If a quorum is present at the Special Meeting, but there are not sufficient votes at the time of the Special Meeting to approve one or more of the proposals, the Company’s stockholders may also be asked to vote on the proposal to approve the adjournment of the Special Meeting to permit further solicitation of proxies in favor of the other proposals. However, a stockholder vote may be taken on one of the proposals in this proxy statement prior to any such adjournment if there are sufficient votes for approval on such proposal.

 

If the adjournment proposal is submitted for a vote at the Special Meeting, and if the Company’s stockholders vote to approve the adjournment proposal, the meeting will be adjourned to enable the Board to solicit additional proxies in favor of one or more proposals. If the adjournment proposal is approved, and the Special Meeting is adjourned, the Board will use the additional time to solicit additional proxies in favor of any of the proposals to be presented at the Special Meeting, including the solicitation of proxies from stockholders that have previously voted against the relevant proposal.

 

 -6-

The Board believes that, if the number of shares of the Company’s common stock voting in favor of any of the proposals presented at the Special Meeting is insufficient to approve the proposal, it is in the best interests of the Company’s stockholders to enable the Board, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes in favor of the proposal. Any signed proxies received by the Company in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. The time and place of the adjourned meeting will be announced at the time the adjournment is taken. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting adjourned or postponed.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Board unanimously recommendsfollowing table presents information regarding the beneficial ownership of our Common Stock as of August 21, 2018 by (i) each person, or group of affiliated persons, who is known by us to own beneficially more than 5% of any class of our equity securities, (ii) our directors and nominees for director (iii) each of our named executive officers, as defined in Item 402(a)(3) of Regulation S-K; and (iv) our directors and executive officers as a vote “for” the adjournmentgroup. The address of the Special Meeting,individuals in the following table is c/o Sugarmade, Inc., 750 Royal Oaks Drive, Suite 108, Monrovia, CA 91016.

Officers and Directors Amount and Nature of Beneficial Ownership 

Percentage of Class Beneficially Owned 

Jimmy Chan  14,063,502   5.31%
         
All Directors and Executive Officers as a Group  14,063,502   5.31%
         
Greater than 5% Shareholders        
Amy Thai and LMK Capital LLC  20,644,733   7.80%

As of the date of this filing, Jimmy Chan’s holdings represent 5.31% of the Company. He is currently a consultant for LMK Capital LLC. LMK Capital LLC, Amy Thai and Jimmy Chan each have related current ownership of the shares of the other, therefore he is a beneficial owner of shares owned by LMK Capital LLC.

 -7-

Amy Thai and LMK Capital LLC.’s holdings are 9,378,066 and 11,266,667 respectively, as of the date of this filing the aggregated amount represents 7.80% of the company.

Subsequent to June 30, 2017 and as of the date hereof, Jimmy Chan is owed 5,000,000 shares of common shares, earned for services rendered. Chen Long Tan, the founder of BizRight, LLC, with which the Company signed a Master Marketing Agreement during December of 2017, is owed 59,138,705 shares of common shares, earned pursuant to a marketing agreement dated Dec 13, 2017. These shares of common stock are both restricted shares and deemed to be control shares. Restricted securities are securities acquired in an unregistered private sale from the issuer or from an affiliate of such an issuer. Control securities are those held by an affiliate of the issuing company. An affiliate is a person such as a director or large shareholder in the relationship of control of or with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If the investor buys securities from a controlling person or “affiliate,” he or she takes restricted securities, even if necessary they were not restricted in the affiliate’s hands. All stock acquired by an affiliate in the open market becomes subject to Rule 144 as “control securities.”

·Shares of Common Stock beneficially owned and the respective percentages of beneficial ownership of Common Stock assume the exercise of all options, warrants and other securities convertible into Common Stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of August 21, 2018. Shares issuable pursuant to the exercise of stock options and warrants exercisable within 60 days are deemed outstanding and held by the holder of such options or warrants for computing the percentage of outstanding Common Stock beneficially owned by such person but are not deemed outstanding for computing the percentage of outstanding Common Stock beneficially owned by any other person.

Except as indicated herein, we believe, based on the information furnished to us, that the persons and the entities named in the table have sole voting and investment power with respect to all shares of Common Stock that they beneficially own, subject to applicable community property laws, and/or appropriate,contractual or other obligations, if any. The table below is based upon the information supplied by our transfer agent, West Coast Transfer, Inc., the Company’s records and from a Schedule 13G filed with the Securities and Exchange Commission (the “SEC”). We further believe that LMK Capital LLC, had filed an untimely Schedule 13G. LMK Capital LLC owns 20,644,333 shares of the common stock. The Members of LMK Capital LLC consists solely of Amy Thai. Jimmy Chan, the Chief Executive Officer and Chairman of the Board, provides consulting services to solicit additional proxies.LMK Capital LLC. Jimmy Chan is the owner of 14,063,502 (5.71%) of the Company. LMK Capital LLC, and each member of the group are beneficial owners of the shares. Notwithstanding the untimely filing of the Schedule 13G, all information disclosed therein was disclosed in SEC filings (and appear in the Company’s records).

 -8-

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s website at http://www.sec.gov. Our Common Stock is listed with the OTC Markets, and you may be able to read and inspect our filings at the offices of the Financial Industry Regulatory Authority, Inc. at 1735 K Street, Washington, D.C. 20006.

 

OTHER BUSINESSMATTERS

 

The Board knowsWe have not received notice of, noand are not aware of, any other business tomatters that may properly be presented for action at the Special Meeting. If any matters do come before

Stockholder Proposals for the Special2019 Annual Meeting on which action can properly be taken,of Stockholders

We have not yet determined when we will hold the 2019 Annual Meeting of Stockholders, but we anticipate announcing such date when it is intendeddetermined. With our year ended on June 30th of each year, we anticipate that the proxies shall vote in accordance with the judgment of the person or persons exercising the authority conferred by the proxy at the Special Meeting. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the Special Meeting unless certain securities law requirements are met.

SUBMISSION OF STOCKHOLDER PROPOSALS

The Company expects that the Special2019 Annual Meeting of Stockholders will be held on November 3, 2017. A stockholder who intendsin during the second half of calendar 2019. Proposals of stockholders intended to present a proposalbe presented at that Specialthe 2019 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must be received by us no later than the close of business on March 1, 2019 in order that they may be included in the proxy statement and form of proxy relating to that meeting. Proposals should be addressed to Sugarmade, Inc., Attention: Secretary

In addition, our bylaws require that we be given advance notice of stockholder nominations for election to our Board and of other business that stockholders wish to present for action at an annual meeting of stockholders (other than matters included in our proxy statement in accordance with Rule 14a-8).

The notice for any stockholder proposal must contain certain information set forth in our bylaws. In addition, stockholder proposals made under Rule 14a-8 under the Exchange Act are required to contain certain information. Therefore, we strongly encourage stockholders interested in submitting a proposal to contact legal counsel with regard to the detailed requirements of applicable securities laws. Copies of our bylaws can be obtained without charge from our corporate secretary or are available at the SEC’s Rule 14a-8 must submit the proposal in writing to the Companypublic reference facilities at its address, and the Company must receive the proposal on or before September 28, 2017, in order for the proposal to be considered for inclusion in the Company’s proxy statement for that meeting. The submission of100 F Street, N.E., Room 1580, Washington, D.C. 20549.

 -9-

Submitting a stockholder proposal does not guarantee its inclusionthat we will include it in our proxy statement.

ADDITIONAL INFORMATION

Communication with the Company’s proxy statement or presentationBoard of Directors

All communications should be in written form and directed to our corporate secretary at the meeting.following address: Sugarmade, Inc., 750 Royal Oaks Drive, Suite 108, Monrovia, CA 91016, Attention: Secretary.

 

THE BOARD HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSES WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION IS APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXY CARDS.

By Order of the Board of Directors,

/s/ Jimmy Chan

Chairman of the Board of Directors

Dated: August 21, 2018

 -10-

 

PRIVACY PRINCIPLES

We are committed to maintaining the privacy of our stockholders and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.

Generally, we do not receive any nonpublic personal information relating to our stockholders, although certain nonpublic personal information of our stockholders may become available to us. We do not disclose any nonpublic personal information about our stockholders or former stockholders to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator).

We restrict access to nonpublic personal information about our stockholders to employees of Princeton Investment Advisors and its affiliates with a legitimate business need for the information. We intend to maintain physical, electronic and procedural safeguards designed to protect the nonpublic personal information of our stockholders.

By Order of the Board

SUGARMADE, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

SPECIAL MEETING OF SHAREHOLDERS – on 

OCTOBER 10, 2018 AT 8:00 AM PDT

The undersigned hereby revokes all appointments of proxies previously given and appoints Jimmy Chan (the "Proxy"), or any substitutes appointed by them, as the undersigned's attorneys and proxies, and authorizes any one or more of them to represent and vote, as directed on the reverse side of this proxy card, all of the outstanding shares of the Common Stock of SUGARMADE, INC. (the "COMPANY") held of record by the undersigned on August 23, 2018, at the Special Meeting of the Company's stockholders (the "Special Meeting") to be held at 750 Royal Oaks Drive, Monrovia, CA 91016 on October 10, 2018 at 8:00 AM PDT, and at any postponements or adjournments of the Special Meeting.

I (We) direct that the shares represented by this appointment of proxy be voted as directed on the reverse side. If no voting directions are given on a matter, the Proxies may vote those shares "FOR" in the case of the election of each nominee named in Proposal 1, and "FOR" in the case of Proposal 2. If, before the Special Meeting, any nominee listed in Proposal 1 becomes unable or unwilling to serve as a director for any reason, the Proxies are authorized to vote for a substitute nominee named by the Board of Directors. This appointment of proxy may be revoked by the undersigned at any time before the voting takes place at the Special Meeting by filing with the Company's proxy tabulator, West Coast Stock Transfer, Inc., or the Company's Corporate Secretary, a written instrument revoking it or a duly executed written or Internet appointment of proxy bearing a later date, or by attending the Special Meeting and voting in person.

(CONTINUED AND TO BE MARKED, DATED AND SIGNED ON REVERSE SIDE.)
VOTING INSTRUCTIONS
Read our proxy statement before you vote by proxy. Then, to ensure that your shares are represented at the Special Meeting we ask that you appoint the Proxy to vote your shares for you in one of the following ways.

MAIL:Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.

INTERNET:

https://www. westcoaststocktransfer.com/proxy-sgmd/

00CONTROL NUMBER:00

Go to the above Internet website. Have your proxy card in hand when you access the website. Enter your "Control Number" printed above and then follow the instructions provided to appoint the Proxies and give them directions on how to vote your shares. If you appoint the Proxies by Internet, you need not return a proxy card. You will be appointing the Proxies to vote your shares for you on the same terms and with the same authority as if you marked, signed and returned a proxy card. You may appoint the Proxies by Internet only until 11:59 p.m. EDT on October 9, 2018, which is the day before the Special Meeting date.

 

SPECIAL MEETING OF THE STOCKHOLDERS OF

SUGARMADE, INC.

SPECIAL MEETING OF THE STOCKHOLDERS OF

SUGARMADE, INC.

CONTROL NUMBER:

 

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

CONTROL NUMBER:

PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.


PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE:ý

Proposal 1àFORAGAINSTABSTAINProposal 1

APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

¨¨¨
Proposal 2àFORAGAINSTABSTAINProposal 2
ADJOURNMENT OF THE SPECIAL MEETING¨¨¨
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING:¨

ImportantNoticeRegarding theAvailability of Proxy Materials forthe Special Meeting ofStockholders tobe heldOctober 10, 2018.

Theproxystatement and our 2017Annual Report toStockholdersareavailable at

https://www. westcoaststocktransfer.com/proxy-sgmd/

MARK HERE FOR ADDRESS CHANGE¨ New Address (if applicable):

MPORTANT:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Dated: ________________________, 2018

(Print Name of Stockholder and/or Joint Tenant)

(Signature of Stockholder)

(Second Signature if held jointly)

 

Jimmy Chan
CEO and Chairman

September 15, 2017

 -11-