Boxabl Inc.

08/15/2024 | Press release | Distributed by Public on 08/15/2024 04:16

Management Change/Compensation Form 8 K

Item 3.03. Material Modification to the Rights of Security Holders.

On August 9, 2024 , the Board of Directors of the Company recommended that the shareholders holding a sufficient number of shares of the Company's Common Stock approve amendments to the Company's Fourth Amended and Restated Stockholders Agreement in the form of a Fifth Amended and Restated Stockholders Agreement, included as an exhibit to this current report on Form 8-K. Some of the recommended amendments were approved by the Board on July 2, 2024, and the remainder on August 9, 2024, and all such amendments have now been approved by holders the Company's Common Stock having at least 60% of voting power (see below). The Fifth Amended and Restated Stockholders Agreement will eliminate the requirement for supermajority stockholder approval for certain actions that traditionally may be undertaken solely by the Board of Directors or a committee of the Board of Directors. The eliminated provisions include the previous requirements to obtain supermajority approval from the holders of the Common Stock:

- to incur indebtedness or enter into a guarantee, or otherwise becoming responsible for obligations, in excess of $500,000 or in excess of $1,000,000 in the aggregate at any time outstanding;
- to make a loan, advance, capital contribution or investment in any person in excess of $500,000;
- to appoint or remove the Company's auditors or change accounting methods or policies;
- to enter into or amend certain related party agreements;
- to enter into or effect any transaction or series of transactions involving the sale, lease, license, exchange, or other disposition of any assets, individually or cumulatively, having a value in excess of $1,000,000 other than sales of inventory in the ordinary course of business;
- to enter into or amend a material term of an employment agreement with a senior employee, compensation (salary, bonus, deferred compensation) or benefits of a senior employee, equity plans or benefit, severance or similar plans or any annual bonus plan or management equity plan;
- to settle any lawsuit in excess of $500,000 or agree to the provision of any equitable relief;
- to elect or remove any officer;
- to make an investment in another person in excess of $500,000;
- to clarify that the spousal consent requirement applies only to the execution of this Fifth Amended and Restated Stockholders Agreement by a new stockholder and not to amendments thereto, and the spousal consent itself will be updated and added as an exhibit to this agreement; and
- to change the termination provision such that the Fifth Amended and Restated Stockholders Agreement terminates upon the affirmative vote or the written consent of stockholders holding at least 60% of the issued and outstanding voting shares instead of upon agreement of all stockholders holding all of the issued and outstanding shares.