To: Carolyn Bell, Shari Humphries Corporate Stock Transfer (CST)
Cc: Joseph Tomasek; Brenda Sherman
Subject: Reverse split and issuance of Class A shares for XNRGI, Inc. (the ‘Company’)
Pursuant to the BOD action, majority shareholder approval, and other regulatory agency approvals, please see the following actions needed to be implemented by CST on behalf of the Company.
1. The Company will wire $420,000.00 to CST for implementation of the reverse split / fractional share buyback. Our estimate for the process is listed below a. DTCC notification of DTCC / OBO share buyback - $395,579.42 b. XNRGI calculation of NOBO buyback -$17,783.03 c. Total = $ 412,362.45 2. Once the process is completed, CST would provide a payment reconciliation. 3. The Company, through CST, has mandated a March 30 2019 date for the completion of this buyback. Any unpaid capital would be returned to the Company, or handled in a mutually agreed to fashion. 4. Issue Class A shares at the Company request based on investments received into the Company to date. The Company will provide the requisite information for the issuance of such shares. Please note that these are not related to the reverse split, but to direct investments into the Company via the Class A shares. 5. On completion of the process in steps 1 – 4, CST would provide the Company with an updated shareholding table.
The steps to be implemented are –
1. For Shareholders with less than 2,000,000 pre-split Common Shares:
For holders of less than 2,000,000 pre-split shares of common stock, the Company will pay their fair market value (FMV) of $0.00045 per pre-split common share. CST would provide a listing of the shares that have qualified for such a buyback option.
2. For Shareholders with 2,000,000 or more pre-split Common Shares
For holders of 2,000,000 or more pre-split common shares, the Company shall exchange one (1) Class A Common Share for each block of 4,000 pre-split common shares (2,000,000 pre-split common shares = 500 Class A Common Shares) with the Company paying the FMV for shares of the pre-split common shares that are less than a block of 4000 common shares which we refer to as “Fractional Shares”. For example, a holder of 4,004,300 pre-split common shares shall receive 1,001 Class A Common Shares in exchange for 4,004,000 pre-split common shares (4,004,000 pre-split common shares ÷ 4,000 = 1001 Class A Common Shares) with the remaining 300 presplit shares or Fractional Shares being purchased for their FMV of $0.00045.
3. For direct investors who purchased Class A shares
The Company will provide CST a list of all the investors who have purchased shares directly from the Company. The Company would request CST to maintain some form of electronic holding, with a method to communicate this to individual holders that certain shares are being held in their name. The Company and CST would mutually agree to an acceptable methodology.
Please call me at 206 819 4582 if any clarification is needed or to address any open issues.
AI
