The Series B Preferred is held by the Company’s executive
management and founders – Mr. Schoell and Ms. Fruge. The
Series B Preferred is a super-majority stock, whereby its holders
collectively will be able to cast votes equal to 51% of all shares of
Common Stock issued and outstanding and able to vote in matters
brought before the shareholders of the Company. The Series B
Preferred, in essence, provides the Company’s executive
management with control over the voting matters brought before
the shareholders of the Company, and could serve to delay, defer
or prevent a change in control of the Company. In the instance of
a liquidating event – winding-up, merger or acquisition of the
Company, the shares of Series B Preferred will convert to Common
Stock on a one-for-one basis.
Charles Ponzi
