EXHIBIT 4.1
DESCRIPTION OF SHARE CAPITAL
The
following information describes our capital stock and provisions of
our articles of incorporation, as amended (the
“Articles”), and bylaws, as amended (the
“Bylaws”). This description is only a summary. You
should refer to our Articles and Bylaws, which have been filed with
the Securities and Exchange Commission.
Share Capital
Our
Articles authorize 275,000,000 shares of capital stock, all with a
par value of $0.0001 per share, which consists of:
●
250,000,000 shares
designated as common stock;
●
1 share designated
as Series A preferred stock; and
●
24,999,999 shares
as undesignated preferred stock, the rights, preferences and
privileges of which may be designated from time to time by our
board of directors.
Undesignated Preferred Stock
Subject to the rights of the preferred
stockholders set forth in “Series A Preferred Stock;
Common Stock-Protective
Provisions” below, under
the terms of our Articles, our board of directors is authorized to
issue shares of our undesignated preferred stock in one or more
series without stockholder approval. We have no present plans to
issue any shares of additional preferred stock. Our board of
directors has the discretion to determine the rights, preferences,
privileges and restrictions, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation
preferences, of each series of preferred stock.
The
purpose of authorizing our board of directors to issue preferred
stock and determine its rights and preferences is to eliminate
delays associated with a stockholder vote on specific issuances.
The issuance of preferred stock, while providing flexibility in
connection with possible future acquisitions and other corporate
purposes, will affect, and may adversely affect, the rights of
holders of common stock. It is not possible to state the actual
effect of the issuance of any shares of preferred stock on the
rights of holders of common stock until our board of directors
determines the specific rights attached to that preferred stock.
The effects of issuing preferred stock could include one or more of
the following:
●
restricting
dividends on the common stock;
●
diluting the voting
power of the common stock;
●
impairing the
liquidation rights of the common stock; or
●
delaying or
preventing changes in control or management of our
company.
Series A Preferred Stock; Common Stock
Voting
Except
as set forth below, each holder of Series A preferred stock has the
same rights as holders of common stock and shall be entitled to
notice of any stockholders’ meeting. They shall also be
entitled to vote with the holders of common stock, and not as a
separate class, except as may otherwise be required by law. Except
as set forth below, each stockholder shall be entitled to one (1)
vote for each share of stock outstanding. Except as set forth below
or otherwise provided by the law of the State of Nevada, any
corporate action to be taken shall be authorized by a majority of
the votes cast by the stockholders. There are no cumulative rights
to voting.
Each
share of Series A preferred stock is entitled to the number of
votes calculated as follows:
n = ((Ct /
0.35) - (Ct +
Cdp))
/ SAt
Where: Ct =
The number of shares of common stock outstanding and entitled to
vote;
Cdp =
The number of shares of common stock outstanding and entitled to
vote and held by Daniel Solomita, our President and Chief Executive
Officer, and his permitted transferees; and
SAt =
The number of shares of Series A preferred stock
outstanding.
Additionally,
for as long as any shares of Series A preferred stock are
outstanding, the holders of Series A preferred stock shall be
entitled to elect one director (the “Series A
Director”).
Protective Provisions
For
as long as any shares of Series A preferred stock are outstanding,
the Company must obtain the approval of at least a majority of the
holders of the outstanding shares of preferred stock, voting as a
separate class, to:
1.
Amend
our Articles or, unless approved by our board of directors,
including by the Series A Director, amend our Bylaws;
2.
Change
or modify the rights, preferences or other terms of the Series A
preferred stock, or increase or decrease the number of authorized
shares of Series A preferred stock;
3.
Reclassify
or recapitalize any outstanding equity securities, or, unless
approved by our board of directors, including by the Series A
Director, authorize or issue, or undertake an obligation to
authorize or issue, any equity securities or any debt securities
convertible into or exercisable for any equity securities (other
than the issuance of stock-options or securities under any employee
option or benefit plan);
4.
Authorize
or effect any transaction constituting a Deemed Liquidation (as
defined in this subparagraph), or any other merger or consolidation
of the Company, where a Deemed Liquidation shall mean: (1) the
closing of the sale, transfer or other disposition of all or
substantially all of the Company’s assets (including an
irrevocable or exclusive license with respect to all or
substantially all of the Company’s intellectual property);
(2) the consummation of a merger, share exchange or consolidation
with or into any other corporation, limited liability company or
other entity (except one in which the holders of capital stock of
the Company as constituted immediately prior to such merger, share
exchange or consolidation continue to hold at least 50% of the
voting power of the capital stock of the Company or the surviving
or acquiring entity (or its parent entity)), (3) authorizing or
effecting any transaction liquidation, dissolution or winding up of
the Company, either voluntary or involuntary; provided, however , that none of the
following shall be considered a Deemed Liquidation: (A) a merger
effected exclusively for the purpose of changing the domicile of
the Company, or (B) a transaction or other event deemed to be
exempt from the definition of a Deemed Liquidation by the holders
of at least a majority of the then outstanding Series A preferred
stock.
5.
Increase
or decrease the size of our board of directors as provided in our
Bylaws or remove the Series A Director (unless approved by our
board of directors, including the Series A Director);
6.
Declare
or pay any dividends or make any other distribution with respect to
any class or series of capital stock (unless approved by our board
of directors, including the Series A Director);
7.
Redeem,
repurchase or otherwise acquire (or pay into or set aside for a
sinking fund for such purpose) any outstanding shares of capital
stock (other than the repurchase of shares of common stock from
employees, consultants or other service providers pursuant to
agreements approved by our board of directors under which the
Company has the option to repurchase such shares at no greater than
original cost upon the occurrence of certain events, such as the
termination of employment) (unless approved by our board of
directors, including the Series A Director);
8.
Create
or amend any stock option plan of the Company, if any (other than
amendments that do not require approval of the stockholders under
the terms of the plan or applicable law) or approve any new equity
incentive plan;
9.
Replace
the President and/or Chief Executive Officer of the Company (unless
approved by our board of directors, including the Series A
Director);
10.
Transfer
assets to any subsidiary or other affiliated entity (unless
approved by our board of directors, including the Series A
Director);
11.
Issue,
or cause any subsidiary of the Company to issue, any indebtedness
or debt security, other than trade accounts payable and/or letters
of credit, performance bonds or other similar credit support
incurred in the ordinary course of business, or amend, renew,
increase or otherwise alter in any material respect the terms of
any indebtedness previously approved or required to be approved by
the holders of the Series A preferred stock (unless approved by our
board of directors, including the Series A Director);
12.
Modify
or change the nature of the Company’s business;
13.
Acquire,
or cause a subsidiary of the Company to acquire, in any transaction
or series of related transactions, the stock or any material assets
of another person, or enter into any joint venture with any other
person (unless approved by our board of directors, including the
Series A Director); or
14.
Sell,
transfer, license, lease or otherwise dispose of, in any
transaction or series of related transactions, any material assets
of the Company or any subsidiary outside the ordinary course of
business (unless approved by our board of directors, including the
Series A Director).
Dividends
Subject to the rights of the preferred
stockholders set forth in “-Protective
Provisions” above, our
board of directors shall have full power and discretion, to
determine out of legally available funds what, if any, dividends or
distributions shall be declared and paid. Dividends may be paid in
cash, in property, or in shares of common stock. Shares of common
stock and Series A preferred stock are treated equally and ratably,
on a per share basis, with respect to any dividend or distribution
from the Company. If a dividend is paid in the form of shares of
common stock or rights to acquire common stock, the holders of
common stock and Series A preferred stock shall both receive common
stock or rights to acquire common stock. No dividends shall be
declared or payable in the form of Series A preferred
stock.
Liquidation Rights
If
there is a liquidation, dissolution or winding up of the Company,
holders of our common stock and Series A preferred stock would be
entitled to share in our assets remaining after the payment of
liabilities equally and ratably, on a per share basis.
Conversion
Voluntary
Conversion: Each share of Series A preferred stock shall be
convertible into one fully paid and nonassessable share of common
stock at the option of the holder.
Automatic
Conversion: Each share of Series A preferred stock shall
automatically convert into one share of common stock upon the first
to occur of (a) a transfer of such share of Series A preferred
stock, (b) the death or incapacity of Daniel Solomita, (c) the
resignation of Daniel Solomita as an officer of the Company, or (d)
the date on which Daniel Solomita ceases to hold, together with his
permitted transferees, an aggregate number of the outstanding
shares of common stock held by him on February 12, 2016 that are at
least equal to seven and one-half percent (7.5%) of the total
number of outstanding shares of common stock on February 12, 2016
(as adjusted for any stock splits and stock dividends effected
after February 12, 2016).
Other Provisions
Holders
of our common stock and Series A preferred stock have no preemptive
or conversion rights or other subscription rights, and there are no
redemption or sinking fund provisions applicable to the common
stock or Series A preferred stock.
Listing on the NASDAQ
We
have been approved to list our common stock, par value $0.0001 per
share, on The Nasdaq Global Market under the symbol
“LOOP”.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company. Its address is 6201 15th Ave,
Brooklyn, NY 11219.
Effect of Certain Provisions of our Articles and
Bylaws
The
following is a summary of certain important provisions of the
Articles and the Bylaws. Please note that this is only a summary
and is not intended to be exhaustive. This summary is subject to,
and is qualified in its entirety by reference to, the provisions of
the Articles and the Bylaws.
Articles and Bylaws
Some provisions of our Articles and Bylaws contain provisions that
could make the following transactions more difficult:
●
acquisition of us
by means of a tender offer;
●
acquisition of us
by means of a proxy contest or otherwise; or
●
removal of our
incumbent officers and directors.
These
provisions, summarized below, are designed to discourage coercive
takeover practices and inadequate takeover bids and to promote
stability in our management. These provisions are also designed to
encourage persons seeking to acquire control of us to first
negotiate with our board of directors.
●
Undesignated
Preferred Stock. The ability to authorize undesignated preferred
stock makes it possible for our board of directors to issue one or
more series of preferred stock with voting or other rights or
preferences that could impede the success of any attempt to change
control. These and other provisions may have the effect of
deferring hostile takeovers or delaying changes in control or
management of our Company.
●
Protective
Provisions. The Series A preferred stock has certain protective
provisions, as set forth in “-Protective Provisions,”
that could have an effect of delaying, deferring or preventing a
change in control of the Company.