EXHIBIT 2.1
PLAN OF CONVERSION OF
SCOTT’S LIQUID GOLD-INC., a Colorado corporation,
INTO
HORIZON KINETICS HOLDING CORPORATION, a Delaware corporation
This PLAN OF CONVERSION (this “Plan”), dated as of August 1, 2024, is hereby adopted by Scott’s Liquid Gold-Inc., a Colorado corporation (“Scott’s”), in order to set forth the terms, conditions and procedures governing the conversion of Scott’s into a Delaware corporation pursuant to Section 7-111-101.5 of the Colorado Business Corporation Act (as amended, the “CBCA”), Sections 7-90-201 and 7-90-202 of the Colorado Corporations and Associations Act (as amended, the “CCAA”) and Section 265 of the Delaware General Corporation Law (as amended, the “DGCL”).
WHEREAS, Scott’s Board of Directors has approved the Conversion (as defined below) and submitted this Plan to the shareholders of Scott’s for approval, and the shareholders have approved this Plan.
NOW, THEREFORE, Scott’s does hereby adopt this Plan to effectuate the conversion of Scott’s into a Delaware corporation as follows:
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IN WITNESS WHEREOF, Scott’s Liquid Gold-Inc., a Colorado corporation, has caused this Plan to be executed by its duly authorized representative as of the date first stated above.
| SCOTT’S LIQUID GOLD-INC., a Colorado corporation
| |
| By: Name: Title: | /s/ David M. Arndt David M. Arndt President and Chief Financial Officer
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Exhibit A
Certificate of Conversion
Exhibit B
Certificate of Incorporation
Exhibit C
Bylaws