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Re: MAT625 post# 10978

Friday, 04/13/2018 5:01:24 PM

Friday, April 13, 2018 5:01:24 PM

Post# of 41910
SECTION 1. REPURCHASE OF SHARES.

1.1 Repurchase . After the Ending and at the time of Closing (as defined below), the Company hereby agrees to repurchase from the Stockholder, and the Stockholder hereby agrees to sell, assign and transfer to the Company, all of the Stockholder's right, title and interest in and to the Shares at the per Share price of $0.01, for an aggregate repurchase price of $ (the " Repurchase Amount ").

Upon the execution of this Agreement, the Stockholder shall execute an Assignment Separate from Certificate, in the form attached hereto as Exhibit A (the " Stock Assignment "), and at or before the Ending shall deliver to Company the Stock Assignment and the stock certificate representing the Shares (or an affidavit of lost certificate in lieu of the stock certificate representing the Shares).

Upon Closing of this Agreement, the Company shall cancel such stock certificate and shall issue a new stock certificate to the Stockholder representing the balance of the Stockholder's unpurchased shares tendered at or before the Ending, if any. The Repurchase Amount shall be paid upon Closing by cash, check or wire transfer of immediately available funds to an account or accounts to be designated by the Stockholder.

1.2 Ending and Closing . The Ending of the Offer to Repurchase (the "Ending") shall be on the date that is 6 months from the beginning of the Offer to Repurchase, which was March 19, 2018, or on September 18, 2018. After the Ending, Stockholders may no longer accept the Offer to Repurchase of Company.
The Closing of the Offer to Repurchase, at which time the Repurchase Amount will be transferred to all offering shareholders within the terms of this Offer to Repurchase, shall take place on the date that is 6 months from the date of the Ending, which shall be on March 18, 2019, at the offices of the Company, 6500 Live Oak Drive Kelseyville, CA 95451.
Therefore, Stockholders must decide whether to accept this Offer to Repurchase by or before the Ending, and Stockholders that accept this Offer to Repurchase by the Ending will be paid for their Shares on the Closing date.



OK. So you must first get a Stock Certificate for your shares.
Such stock certificates cost $50 or more.
You then mail your Stock Certificate and the signed Stock Assignment Form to the Company, before September 18, 2018.
And then you wait 6 more months, show up at the company's office, and get a big fat check come next year on March 18, 2019.

1.3 Termination of Rights as the Stockholder . Upon payment at Closing of the Repurchase Amount, the Shares shall cease to be outstanding for any and all purposes, and the Stockholder shall no longer have any rights as a holder of the Shares, including any rights that the Stockholder may have had under the Company's Certificate of Incorporation or otherwise. Until that date, Stockholders shall retain all rights of shareholders of the Company, even though those Shares submitted in response to this offer and accepted at the Ending by the Company will be in escrow with the Company until the Closing.

However, if the Offer is oversubscribed, at the Ending the Company will make prorata determinations so that all Stockholders will be treated equally as to the amount of Shares to be repurchased by the Company proportionate to the total number of Shares actually tendered in the Offer by each Stockholder.



Oh, wait, the Company will decide if the Offer is "oversubscribed", so may pay you only a portion of the Certificate. Oh, well.

1.4 Withholding Rights . The Company shall be entitled to deduct and withhold from the Repurchase Amount such amounts as it may be required to deduct and withhold with respect to the making of such payment under the U.S. Internal Revenue Code of 1986, as amended, or any provision of foreign, state or local tax law. To the extent that amounts are so withheld by the Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Stockholder.



Some amounts may be deduced from your payoff. Shucks.

Also:

The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations.
The Program does not obligate the Company to acquire any particular amount of stock, and the Program may be suspended or discontinued at any time at the Company's discretion.