Nevada
|
000-27763
|
88-0397234
|
||
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
||
1806 Summit Avenue, Suite 300
|
||||
Richmond, VA
|
23230
|
|||
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
None
|
Not applicable
|
Not applicable
|
Exhibit No.
|
Description
|
|
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Date: April 5, 2022
|
ENTERPRISE DIVERSIFIED, INC.
|
|||
By: /s/ Steven L. Kiel
|
||||
Steven L. Kiel
|
||||
Executive Chairman
|
EXHIBIT 3.1
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201 (775) 684-5708
Website: www.nvsos.gov
Certificate, Amendment or Withdrawal of Designation
NRS 78.1955, 78.1955(6)
☐ Certificate of Designation
☐ Certificate of Amendment to Designation - Before Issuance of Class or Series
☐ Certificate of Amendment to Designation - After Issuance of Class or Series
☒ Certificate of Withdrawal of Certificate of Designation
TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT
1. Entity information: |
Name of entity: Enterprise Diversified, Inc.
Entity or Nevada Business Identification Number (NVID): C13820-1992 |
2. Effective date and time: |
For Certificate of Designation or Date: Time: Amendment to Designation Only (Optional): (must not be later than 90 days after the certificate is filed) |
3. Class or series of stock: (Certificate of Designation only) |
The class or series of stock being designated within this filing: |
4. Information for amendment of class or series of stock: |
The original class or series of stock being amended within this filing:
|
5. Amendment of class or series of stock: |
☐ Certificate of Amendment to Designation- Before Issuance of Class or Series As of the date of this certificate no shares of the class or series of stock have been issued. |
☐ Certificate of Amendment to Designation- After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation. |
|
6. Resolution: (Certificate of Designation and Amendment to Designation only) |
By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes OR amends the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.*
|
7. Withdrawal: |
Designation being Withdrawn: Series A Preferred Stock Date of Designation: 07/29/2020
No shares of the class or series of stock being withdrawn are outstanding.
The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: * See Attachment A
|
8. Signature: (Required) |
/s/ Alea A. Kleinhammer Date: 04/05/2022 Signature of Officer |
* Attach additional page(s) if necessary Page 1 of 1
This form must be accompanied by appropriate fees. Revised: 1/1/2019
EXHIBIT 4.1
AMENDMENT
TO THE
TAX BENEFIT PRESERVATION PLAN
This Amendment is dated as of April 1, 2022 (this “Amendment”) and amends the Tax Benefit Preservation Plan, dated July 24, 2020, (the “Rights Agreement”), by and between Enterprise Diversified, Inc., a Nevada corporation (the “Company”), and Colonial Stock Transfer Company, Inc., as rights agent (the “Rights Agent”).
WHEREAS, the Company may from time to time supplement or amend the Rights Agreement pursuant to, and on the terms and conditions set forth in, Section 27 thereof;
WHEREAS, the Company desires to amend the Rights Agreement as provided herein and subject to the terms and conditions hereof.
NOW THEREFORE, in consideration of the premises and the mutual agreements set forth in the Rights Agreement and in this Amendment the parties hereby agree as follows:
SECTION 1. Capitalized Terms. Capitalized terms used and not defined herein have the meanings ascribed to them in the Rights Agreement.
SECTION 2. Amendment of Section 7(a) of the Rights Agreement. Section 7(a) of the Rights Agreement is hereby amended to read in its entirety as follows:
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
(a) Subject to Section 7(e) hereof or as otherwise provided in this Agreement, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii), and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate contained therein properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on April 1, 2022 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earliest of (i), (ii), and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.
SECTION 3. Full Force and Effect. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof.
SECTION 4. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws thereof applicable to contracts to be made and performed entirely therein, provided, however, that all provisions regarding the rights, duties, and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
SECTION 5. Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature. This Amendment shall become effective on the date first referenced above.
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
ENTERPRISE DIVERSIFIED, INC.
By: /s/ Steven L. Kiel
Name: Steven L. Kiel
Title: Executive Chairman
COLONIAL STOCK TRANSFER COMPANY, INC., AS RIGHTS AGENT
By: /s/ Jason Carter
Name: Jason Carter
Title: VP Sales