IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE SKILLZ INC. C.A. No. 2023-0336-LWW
[PROPOSED] FINAL ORDER AND JUDGMENT
WHEREAS, this Court having reviewed the Verified Petition for Relief Pursuant to 8 Del. C. § 205 (the “Petition”) filed by petitioner Skillz Inc., the Court having considered the factors in 8 Del. C. § 205(d), and for good cause having been shown,
IT IS HEREBY ORDERED this day of , 2023, that:
1.The New Certificate of Incorporation, including the filing and effectiveness thereof, is hereby validated and declared effective as of 3:23 p.m. (EST) on December 16, 2020.1
2.All shares of capital stock of the Company issued in reliance on the effectiveness of the New Certificate of Incorporation, including the 291,706,860 shares of Class A Common Stock and 78,090,633 shares of Class B Common Stock issued by the Company pursuant to the Business Combination, are hereby validated and declared effective as of the date and time of the original issuance of such shares.
3.The above-captioned action is hereby CLOSED.
The Honorable Lori W. Will
1 Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Petition.
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| This document constitutes a ruling of the court and should be treated as such. |
Court: DE Court of Chancery Civil Judge: Lori W. W File & Serve Transaction ID: 697291 Current Date: Apr 05, 2023 Case Number: 2023-0336-L Case Name: In re Skillz Inc. |
Court Authorize Comments: The petition is granted pursuant to Section 205(a) of the Delaware General Corporation Law for the reasons set forth in the court's April 5, 2023 bench ruling. See transcript; see also Opinion Regarding Section 205 Petition, In re Lordstown Motors Corp., 2023-0083-LWW (Del. Ch. Feb. 21, 2023) (setting forth reasoning for granting similar relief in a Section 205 action).
/s/ Judge Lori W. Will |
