Attached files
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8-K - Track Group, Inc. | form8k-10132017_071020.htm |
EX-10 - Track Group, Inc. | ex10-10132017_071025.htm |
CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS
AND
PREFERENCES OF THE
SERIES A CONVERTIBLE PREFERRED STOCK OF
TRACK GROUP, INC.
The undersigned,
the Chief Executive Officer of Track Group, Inc., a Delaware
corporation (the “Company”), does hereby certify
that, pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Company, the
following resolution creating a series of Series A Convertible
Preferred Stock, was duly adopted on October 4,
2017.
RESOLVED, that pursuant to the
authority expressly granted to and vested in the Board of Directors
of the Company by provisions of the Certificate of Incorporation of
the Company (the "Certificate of
Incorporation"), there hereby is created out of the shares
of preferred stock, par value $0.0001 per share, of the Company
authorized in Article IV of the Certificate of Incorporation (the
"Preferred Stock"), a
series of Preferred Stock of the Company, to be named "Series A
Convertible Preferred Stock,” consisting of One Million, Two
Hundred Thousand (1,200,000) shares, which series shall have the
following designations, powers, preferences and relative and other
special rights and the following qualifications, limitations and
restrictions:
1.
Designation
and Rank. The designation of such series of the Preferred Stock
shall be the Series A Convertible Preferred Stock, par value
$0.0001 per share (the "Series A
Preferred"). The maximum number of shares of Series A
Preferred shall be One Million, Two Hundred Thousand (1,200,000)
shares. With respect to payment of dividends and distribution of
assets upon liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, the Series A Preferred shall rank
senior to the common stock, par value $0.0001 per share (the
"Common Stock"), and shall
rank senior to all other classes and series of equity securities of
the Company that by their terms do not rank senior to the Series A
Preferred ("Junior
Stock").
2.
Dividends.
Whenever the Board of Directors declares a dividend on the Common
Stock, each holder of record of a share of Series A Preferred, or
any fraction of a share of Series A Preferred, on the date set by
the Board of Directors to determine the owners of the Common Stock
of record entitled to receive such dividend (the "Record Date") shall be entitled to
receive out of any assets at the time legally available therefore,
an amount equal to such dividend declared on one share of Common
Stock multiplied by the number of shares of Common Stock into which
such share, or such fraction of a share, of Series A Preferred
could be converted on the Record Date.
3.
Voting
Rights.
(a)
Class
Voting Rights. The Series A Preferred shall have the following
class voting rights. So long as any shares of Series A Preferred
remain outstanding, the Company shall not, without the affirmative
vote or consent of the holders of at least sixty-seven percent
(67%) of the shares of Series A Preferred outstanding at the time,
given in person or by proxy, either in writing or at a meeting, in
which the holders of shares of Series A Preferred vote separately
as a class: (i) amend, alter or repeal the provisions of this
Certificate of Designation or the Certificate of Incorporation of
the Company in any manner that would affect any right, preference,
privilege or power of the Series A Preferred; (ii) increase the
authorized number of shares of Series A Preferred; or (iii) effect
any distribution with respect to Junior Stock, except that the
Company may effect a distribution on the Common Stock if the
Company makes a like kind distribution on each share, or fraction
of a share, of Series A Preferred in an amount equal to the
distribution on one share of Common Stock multiplied by the number
of shares of Common Stock into which such one share, or such
fraction of a share, of Series A Preferred can be converted at the
time of such distribution.
(b)
General Voting
Rights. Except with respect to transactions upon which the Series A
Preferred shall be entitled to vote separately as a class pursuant
to Section 3(a) above, the Series A Preferred shall have no voting
rights.
4.
Liquidation
Preference.
(a)
In the
event of the liquidation, dissolution or winding up of the affairs
of the Company (“Liquidation”), whether voluntary
or involuntary, the holders of outstanding shares of Series A
Preferred then outstanding shall be entitled to receive, out of the
assets of the Company available for distribution to its
stockholders, an amount equal to $35.00 per share of Series A
Preferred (the “Liquidation
Preference Amount”) before any payment shall be made
or any assets distributed to the holders of shares of Common Stock
or any other Junior Stock. If the assets of the Company are not
sufficient to pay in full the Liquidation Preference Amount payable
to the holders of outstanding shares of Series A Preferred and any
series of preferred stock or any other class of stock on a parity,
as to rights on liquidation, dissolution or winding up, with the
Series A Preferred, then all of said assets will be distributed
among the holders of shares of Series A Preferred and the other
classes of stock on a parity with the Series A Preferred, if any,
ratably in accordance with the respective amounts that would be
payable on such shares if all amounts payable thereon were paid in
full. The liquidation payment with respect to each outstanding
fractional share of Series A Preferred shall be equal to a ratably
proportionate amount of the liquidation payment with respect to
each outstanding share of Series A Preferred. All payments for
which this Section 4(a) provides shall be in cash, property (valued
at its fair market value as determined reasonably and in good faith
by the Board of Directors of the Company) or a combination thereof;
provided, however, that no cash shall be paid to
holders of Junior Stock unless each holder of the outstanding
shares of Series A Preferred has been paid in cash the full
Liquidation Preference Amount to which such holder is entitled as
provided herein. After payment of the full Liquidation Preference
Amount to which each holder is entitled, such holders of shares of
Series A Preferred will not be entitled to any further
participation as such in any distribution of the assets of the
Company.
(b)
A
consolidation or merger of the Company with or into any other
corporation or corporations, or a sale of all or substantially all
of the assets of the Company, or other acquisition type transaction
shall be, at the election of a majority of the holders of shares of
Series A Preferred, deemed to be a Liquidation within the meaning
of this Section 4. In the event of the merger or consolidation of
the Company with or into another corporation that is not treated as
a Liquidation pursuant to this Section 4(b), the Series A Preferred
shall maintain its relative powers, designations and preferences
provided for herein and no merger shall result inconsistent
therewith.
(c)
Written notice of
any voluntary or involuntary Liquidation, stating a payment date
and the place where the distributable amounts shall be payable,
shall be given by mail, postage prepaid, no less than forty-five
(45) days prior to the payment date stated therein, to the holders
of record of shares of Series A Preferred at their respective
addresses as the same shall appear on the books of the
Company.
5.
Conversion.
The holder of any outstanding shares of Series A Preferred shall
have the following conversion rights (the "Conversion
Rights"):
(a)
Right
to Convert. At any time beginning five hundred and forty (540) days
after the date of issuance of the relevant shares of Series A
Preferred (the “Issuance
Date”), the holder of any such shares of Series A
Preferred may, at such holder's option, subject to the limitations
set forth in Section 7 herein, elect to convert (a "Voluntary Conversion") all or any
portion of the shares of Series A Preferred held by such person
into a number of fully paid and nonassessable shares of Common
Stock at a conversion rate of ten (10) shares of Common Stock for
each share of Series A Preferred (subject to adjustments set forth
in Section 5(c) herein, the "Conversion Rate"). The Company shall keep written
records of the conversion of the shares of Series A Preferred
converted by each holder. A holder shall be required to deliver the
original certificates representing the shares of Series A Preferred
upon any conversion of shares of Series A Preferred as provided in
Section 5(b) below.
(b)
Mechanics of
Voluntary Conversion. The Voluntary Conversion of shares of Series
A Preferred shall be conducted in the following
manner:
(i)
Holder's Delivery
Requirements. To convert the shares of Series A Preferred into
shares of Common Stock on any date (each such relevant date, the
"Voluntary Conversion
Date"), the holder thereof shall (A) transmit by electronic
mail, facsimile, or otherwise deliver, for receipt on or prior to
5:00 p.m., New York time on such date, a copy of a fully executed
notice of conversion in the form attached hereto as Exhibit A (the
"Conversion Notice"), to
the Company, and (B) surrender to a common carrier for delivery to
the Company as soon as practicable following such Voluntary
Conversion Date, but in no event later than five (5) business days
after such date, the original certificates representing the shares
of Series A Preferred being converted (or an indemnification
undertaking with respect to such shares in the case of their loss,
theft or destruction) (the "Preferred Stock
Certificates").
(ii)
Company's
Response. Upon receipt by the Company of a copy of a Conversion
Notice, the Company shall immediately send, via electronic mail or
facsimile, a confirmation of receipt of such Conversion Notice to
such holder and the Company or its designated transfer agent (the
"Transfer Agent"), as
applicable, shall, as promptly as practicable but in any event
within five (5) business days following the date of receipt by the
Company of the certificate representing the shares of Series A
Preferred being converted, (x) issue and deliver to the holder the
number of shares of Common Stock to which the holder shall be
entitled pursuant to the Conversion Rate then in effect, and (y) if
the certificate so surrendered represents more shares of Series A
Preferred than those being converted, issue and deliver to the
holder a new certificate for such number of shares of Series A
Preferred represented by the surrendered certificate which were not
converted. All shares of capital stock issued hereunder by the
Company shall be duly and validly issued, fully paid and
nonassessable, free and clear of all liens, charges and
encumbrances with respect to the issuance
thereof.
(iii)
Record
Holder. The person or persons entitled to receive the shares of
Common Stock issuable upon a conversion of the shares of Series A
Preferred shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on the Voluntary Conversion
Date. Each relevant conversion of shares of Series A Preferred
shall be deemed to have been effected on the applicable Voluntary
Conversion Date.
(iv)
Company's Failure
to Timely Convert. If, five (5) business days following the date of
receipt by the Company of the certificate representing the shares
of Series APreferred being
converted (the "Share Delivery
Period"), the Company shall have failed to issue and deliver
to a holder the number of shares of Common Stock to which such
holder is entitled upon such holder's conversion of shares of
Series A Preferred, in addition to all other available remedies
that such holder may pursue hereunder, the Company shall pay
additional damages to such holder, for each business day after such
fifth (5th) business day of the Share Delivery Period until such
time as the applicable shares of Common Stock have been delivered,
in an amount equal to 0.5% of the product of (A) the aggregate
number of shares of Common Stock not issued to the holder on a
timely basis pursuant to Section 5(b)(ii), and (B) the closing bid
price of the Common Stock on the fifth day of such Share Delivery
Period. If the Company fails to pay the additional damages set
forth in this Section 5(b)(iv) within five (5) business days of the
date incurred, then such payment shall bear interest at the rate of
2% per month (prorated for partial months) until such payments are
made.
(c) Adjustments of
Conversion Rate.
(i)
Adjustments for
Stock Splits and Combinations. If the Company shall at any time or
from time to time after the Issuance Date, effect a stock split of
the outstanding Common Stock, the Conversion Rate shall be
proportionately increased. If the Company shall at any time or from
time to time after the Issuance Date, combine the outstanding
shares of Common Stock, the Conversion Rate shall be
proportionately decreased. Any adjustments under this Section
5(c)(i) shall be effective at the close of business on the date the
stock split or combination occurs.
(ii)
Adjustments for
Certain Dividends and Distributions. If the Company shall at any
time or from time to time after the Issuance Date, make or issue,
or set a record date for the determination of holders of shares of
Common Stock entitled to receive, a dividend or other distribution
payable in shares of Common Stock, then, and in each event, the
Conversion Rate shall be increased as of the time of such issuance
or, in the event such record date shall have been fixed, as of the
close of business on such record date, by multiplying, as
applicable, the Conversion Rate then in effect by a
fraction:
(1)
the
numerator of which shall be the total number of shares of Common
Stock issued and outstanding immediately after such issuance on the
close of business on such record date; and
(2)
the
denominator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such
issuance on the close of business on such record
date.
(iii)
Adjustment for
Other Dividends and Distributions. If the Company shall, at any
time or from time to time after the Issuance Date, make or issue,
or set a record date for the determination of holders of, shares of
Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Company other than shares of Common
Stock, then, and in each event, an appropriate revision to the
applicable Conversion Rate shall be made and provision shall be
made (by adjustments of the Conversion Rate or otherwise) so that
the holders of shares of Series A Preferred shall receive upon
conversions thereof, in addition to the number of shares of Common
Stock receivable thereon, the number of securities of the Company
which they would have received had their shares of Series A
Preferred been converted into shares of Common Stock on the date of
such event and had thereafter, during the period from the date of
such event to and including the Voluntary Conversion Date, retained
such securities (together with any distributions payable thereon
during such period), giving application to all adjustments called
for during such period under this Section 5(c)(iii) with respect to
the rights of the holders of shares of Series A
Preferred.
(iv)
Adjustments for
Reclassification, Exchange or Substitution. If the Common Stock
issuable upon conversion of the shares of Series A Preferred at any
time or from time to time after the Issuance Date shall be changed
to the same or different number of shares of any class or classes
of stock, whether by reclassification, exchange, substitution or
otherwise (other than by way of a stock split or combination of
shares or stock dividends provided for in Sections 5(c)(i), (ii)
and (iii), or a reorganization, merger, consolidation, or sale of
assets provided for in Section 5(c)(v)), then, and in each event,
an appropriate revision to the Conversion Rate shall be made and
provisions shall be made so that the holder of each share of Series
A Preferred shall have the right thereafter to convert such share
of Series A Preferred into the kind and amount of shares of stock
and other securities receivable upon reclassification, exchange,
substitution or other change, by holders of the number of shares of
Common Stock into which such share of Series A Preferred might have
been converted immediately prior to such reclassification,
exchange, substitution or other change, all subject to further
adjustment as provided herein.
(v)
Adjustments for
Reorganization, Merger, Consolidation or Sales of Assets. If at any
time or from time to time after the Issuance Date there shall be a
capital reorganization of the Company (other than by way of a stock
split or combination of shares or stock dividends or distributions
provided for in Section 5(c)(i), (ii) and (iii), or a
reclassification, exchange or substitution of shares provided for
in Section 5(c)(iv)), or a merger or consolidation of the Company
with or into another corporation, or the sale of all or
substantially all of the Company's properties or assets to any
other person (an "Organic
Change"), then as a part of such Organic Change an
appropriate revision to the Conversion Rate shall be made and
provision shall be made so that the holder of each share of Series
A Preferred shall have the right thereafter to convert such share
of Series A Preferred into the kind and amount of shares of stock
and other securities or property of the Company or any successor
corporation resulting from the Organic Change which the holder of
such share of Series A Preferred would have received if such share
of Series A Preferred had been converted prior to such Organic
Change.
(vi)
Record
Date. In case the Company shall take record of the holders of
shares of Common Stock or any other Preferred Stock for the purpose
of entitling them to subscribe for or purchase shares of Common
Stock or Convertible Securities, then the date of the issue or sale
of the shares of Common Stock shall be deemed to be such record
date.
(d)
No
Impairment. The Company shall not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 5
and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the
holders of shares of Series A Preferred against impairment. In the
event a holder shall elect to convert any shares of Series A
Preferred as provided herein, the Company cannot refuse conversion
based on any claim that such holder or anyone associated or
affiliated with such holder has been engaged in any violation of
law, unless an injunction from a court, on notice, restraining
and/or adjoining conversion of all or of such shares of Series A
Preferred shall have been issued.
(e)
Certificates as to
Adjustments. Upon occurrence of each adjustment or readjustment of
the Conversion Rate or number of shares of Common Stock issuable
upon conversion of shares of Series A Preferred pursuant to this
Section 5, the Company at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and
furnish to each holder of such shares of Series A Preferred a
certificate setting forth such adjustment and readjustment, showing
in detail the facts upon which such adjustment or readjustment is
based. The Company shall, upon written request of the holder of
such affected shares of Series A Preferred, at any time, furnish or
cause to be furnished to such holder a like certificate setting
forth any and all adjustments and readjustments, the Conversion
Rate in effect at the time, and the number of shares of Common
Stock and the amount, if any, of other securities or property which
at the time would be received upon the conversion of a share of
such Series A Preferred.
(f)
Issue
Taxes. The Company shall pay any and all issue and other taxes,
excluding federal, state or local income taxes, that may be payable
in respect of any issue or delivery of shares of Common Stock on
conversion of shares of Series A Preferred pursuant hereto;
provided, however, that
the Company shall not be obligated to pay any transfer taxes
resulting from any transfer involved in the issue and delivery of
shares of Common Stock in a name other than that in which the
shares of Series A Preferred so converted were
registered.
(g)
Notices. All
notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally, by facsimile,
electronic mail or three (3) business days following (A) being
mailed by certified or registered mail, postage prepaid,
return-receipt requested, or (B) delivered to an express mail
delivery service such as Federal Express, with written receipt by
the addressee required, in either case addressed to the holder of
record at its address appearing on the books of the Company. The
Company will give written notice to each holder of shares of Series
A Preferred at least twenty (20) days prior to the date on which
the Company closes its books or takes a record (z) with respect to
any dividend or distribution upon shares of Common Stock, (y) with
respect to any pro rata subscription offer to holders of shares of
Common Stock or (x) for determining rights to vote with respect to
any Organic Change, dissolution, liquidation or winding-up and in
no event shall such notice be provided to such holder prior to such
information being made known to the public. The Company will also
give written notice to each holder of shares of Series A Preferred
at least twenty (20) days prior to the date on which any Organic
Change, dissolution, liquidation or winding-up will take place and
in no event shall such notice be provided to such holder prior to
such information being made known to the
public.
(h)
Fractional Shares.
No fractional shares of Common Stock shall be issued upon
conversion of shares of Series A Preferred. In lieu of any
fractional shares to which the holder would otherwise be entitled,
the Company, at its option, shall (A) pay cash equal to the product
of such fraction multiplied by the average of the closing bid
prices of the Common Stock for the five (5) consecutive trading
immediately preceding the Voluntary Conversion Date, or (B) issue
one whole share of Common Stock to the holder.
(i)
Reservation of
Common Stock. The Company shall, so long as any shares of Series
the A Preferred are outstanding, reserve and keep available out of
its authorized and unissued shares of Common Stock, solely for the
purpose of effecting the conversion of shares of Series A
Preferred, such number of shares of Common Stock as shall from time
to time be sufficient to effect the conversion of all shares of
Series A Preferred then outstanding (without giving effect to the
limitations set forth in Section 4 hereof).
(j)
Retirement of
Series A Preferred. The Company shall keep written records of the
conversion of the shares of Series A Preferred converted by each
holder.
(k)
Regulatory
Compliance. If any shares of Common Stock to be reserved for the
purpose of conversion of shares of Series A Preferred require
registration or listing with or approval of any governmental
authority, stock exchange or other regulatory body under any
federal or state law or regulation or otherwise before such shares
may be validly issued or delivered upon conversion, the Company
shall, at its sole cost and expense, in good faith and as
expeditiously as possible, endeavor to secure such registration,
listing or approval, as the case may be.
6.
No
Preemptive or Redemption Rights. Unless otherwise specified in this
Certificate of Designation, no holder of shares of Series A
Preferred shall be entitled to rights to subscribe for, purchase or
receive any part of any new or additional shares of any class,
whether now or hereafter authorized, or of bonds or debentures, or
other evidences of indebtedness convertible into or exchangeable
for shares of any class, but, unless otherwise so specified in this
Certificate of Designation, all such new or additional shares of
any class, or any bond, debentures or other evidences of
indebtedness convertible into or exchangeable for shares, may be
issued and disposed of by the Board of Directors on such terms and
for such consideration (to the extent permitted by law), and to
such person or persons as the Board of Directors in their absolute
discretion may deem advisable.
7.
Conversion
Restriction. Notwithstanding anything to the contrary set forth in
Section 5 of this Certificate of Designation, in the event the
Common Stock is listed on the NASDAQ Stock Market, at no time may a
holder of shares of Series A Preferred convert shares of Series A
Preferred if the number of shares of Common Stock to be issued
pursuant to such conversion would exceed, when aggregated with all
other shares of Common Stock owned by such holder at such time, the
number of shares of Common Stock that would result in such holder
beneficially owning (as determined in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended, and the rules
thereunder) more than 19.99% of all of the shares of Common Stock
outstanding at such time (a “Beneficial Ownership Change”);
provided, however, the
foregoing shall not apply in the event the Company’s
stockholders approve the Beneficial Ownership Change, as required
by Rule 5635 of the NASDAQ Stock Market.
8.
Inability
to Fully Convert.
(a)
Holder's Option if
Company Cannot Fully Convert. If, upon the Company's receipt of a
Conversion Notice, the Company cannot issue shares of Common Stock
for any reason, including, without limitation, because the Company
(x) does not have a sufficient number of shares of Common Stock
authorized and available or (y) is otherwise prohibited by
applicable law or by the rules or regulations of any stock
exchange, interdealer quotation system or other self-regulatory
organization with jurisdiction over the Company or its securities,
from issuing all of the shares of Common Stock which is to be
issued to a holder of shares of Series A Preferred pursuant to a
Conversion Notice, then the Company shall issue as many shares of
Common Stock as it is able to issue in accordance with such
holder's Conversion Notice and with respect to the unconverted
shares of Series A Preferred (the "Unconverted Preferred Stock") the
holder, solely at such holder's option, can elect, at any time
after receipt of notice from the Company that there is Unconverted
Preferred Stock, to void the holder's Conversion Notice as to the
number of shares of Common Stock the Company is unable to issue and
retain or have returned, as the case may be, the certificates for
the shares of Unconverted Preferred Stock.
In the event a
holder shall elect to convert any shares of Series A Preferred as
provided herein, the Company cannot refuse conversion based on any
claim that such Holder or anyone associated or affiliated with such
holder has been engaged in any violation of law, violation of an
agreement to which such holder is a party or for any reason
whatsoever, unless an injunction from a court, on notice,
restraining and or enjoining conversion of all or any of such
shares of Series A Preferred shall have issued.
(b)
Mechanics of
Fulfilling; Holder's Election. The Company shall immediately send
via facsimile to a holder of shares of Series A Preferred, upon
receipt of a facsimile copy of a Conversion Notice from such holder
which cannot be fully satisfied as described in Section 8(a) above,
a notice of the Company's inability to fully satisfy such holder's
Conversion Notice (the "Inability
to Fully Convert Notice"). Such Inability to Fully Convert
Notice shall indicate (i) the reason why the Company is unable to
fully satisfy such holder's Conversion Notice and (ii) the number
of shares of Series A Preferred which cannot be
converted.
9.
Lost
or Stolen Certificates. Upon receipt by the Company of evidence
satisfactory to the Company of the loss, theft, destruction or
mutilation of any Preferred Stock Certificates representing the
shares of Series A Preferred, and, in the case of loss, theft or
destruction, of any indemnification undertaking by the holder to
the Company and, in the case of mutilation, upon surrender and
cancellation of the Preferred Stock Certificate(s), the Company
shall execute and deliver new preferred stock certificate(s) of
like tenor and date.
10. Remedies,
Characterizations, Other Obligations, Breaches and Injunctive
Relief. The remedies provided in this Certificate of Designation
shall be cumulative and in addition to all other remedies available
under this Certificate of Designation, at law or in equity
(including a decree of specific performance and/or other injunctive
relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and
nothing herein shall limit a holder's right to pursue actual
damages for any failure by the Company to comply with the terms of
this Certificate of Designation. Amounts set forth or provided for
herein with respect to conversion and the like (and the computation
thereof) shall be the amounts to be received by the holder thereof
and shall not, except as expressly provided herein, be subject to
any other obligation of the Company (or the performance thereof).
The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the holders of shares of
Series A Preferred and that the remedy at law for any such breach
may be inadequate. The Company therefore agrees that, in the event
of any such breach or threatened breach, the holders of shares of
Series A Preferred shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach,
without the necessity of showing economic loss and without any bond
or other security being required.
11.
Specific
Shall Not Limit General; Construction. No specific provision
contained in this Certificate of Designation shall limit or modify
any more general provision contained herein.
12.
Failure
or Indulgence Not Waiver. No failure or delay on the part of a
holder of shares of Series A Preferred in the exercise of any
power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise
thereof or of any other right, power or
privilege.
|
IN WITNESS WHEREOF, this Certificate of
Designation is executed on Company this 12th day of October,
2017.
TRACK GROUP,
INC.
By:
/s/ Peter
Poli
Name: Peter
Poli
Title: Chief
Financial Officer
|
EXHIBIT
A
TRACK GROUP, INC.
CONVERSION NOTICE
Reference is made
to the Certificate of Designation of the Relative Rights and
Preferences of the Series A Convertible Preferred Stock of Track
Group, Inc. (the "Certificate of
Designation"). In accordance with and pursuant to the
Certificate of Designation, the undersigned hereby elects to
convert the number of shares of Series A Preferred, par value
$.0001 per share (the "Preferred
Shares"), of Track Group, Inc., a Delaware corporation (the
"Company"), indicated
below into shares of Common Stock, par value $.0001 per share (the
"Common Stock"), of the
Company, by tendering the stock certificate(s) representing the
share(s) of Preferred Shares specified below as of the date
specified below.
Date of
Conversion:
Number of
Preferred Shares to be converted:
Stock certificate
no(s).:
Number of
Preferred Shares to be converted: Common Stock has been sold:
YES NO
Please confirm the
following information:
Conversion
Rate:
Number of shares
of Common Stock to be issued:
Number of shares
of Common Stock beneficially owned or deemed beneficially owned by
the Holder on the Date of Conversion determined in accordance with
Section 16 of the Securities Exchange Act of 1934, as
amended:
Please issue the
Common Stock into which the Preferred Shares to be converted are
being converted and, if applicable, any check drawn on an account
of the Company in the following name and to the following
address:
Issue
to:
Facsimile
Number:
Authorization:
By:
Title:
Dated: