EX-4.01 2 ex4-1.htm
Description of Petrolia Energy Corporation’s Capital Stock
The following is a summary of information concerning capital stock of Petrolia Energy Corporation. The summaries and descriptions below do not purport to be complete statements of the relevant provisions of the Company’s Certificate of Incorporation (“Charter”) and Amended and Restated By-laws, amended as of November 11, 2017 (the “By-laws”), and are entirely qualified by these documents.
Shares Outstanding - The Company is authorized to issue up to 400 million shares of common stock, par value $.001 per share (the “Common Stock”).
Dividends - Subject to prior dividend rights of the holders of any shares of preferred stock of the Company (“Preferred Stock”), holders of shares of Common Stock are entitled to receive dividends when, as and if declared by the Company’s Board of Directors (the “Board”) out of funds legally available for that purpose. Texas law allows a corporation to pay dividends only out of surplus, as determined under Texas law.
Voting Rights - Each share of Common Stock is entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of Common Stock do not have cumulative voting rights. This means a holder of a single share of Common Stock cannot cast more than one vote for each position to be filled on the Board. It also means the holders of a majority of the shares of Common Stock entitled to vote in the election of directors can elect all directors standing for election and the holders of the remaining shares will not be able to elect any directors.
Other Rights - In the event of any liquidation, dissolution or winding up of the Company, after the satisfaction in full of the liquidation preferences of holders of any shares of Preferred Stock, holders of shares of Common Stock are entitled to ratable distribution of the remaining assets available for distribution to stockholders. The shares of Common Stock are not subject to redemption by operation of a sinking fund or otherwise. Holders of shares of Common Stock are not currently entitled to pre-emptive rights.
Fully Paid - The issued and outstanding shares of Common Stock are fully paid and non-assessable. This means the full purchase price for the outstanding shares of Common Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares. Any additional shares of Common Stock that the Company may issue in the future will also be fully paid and non-assessable.
The Company is authorized to issue up to 1 million shares of Preferred Stock from time to time in one or more series and with such rights and preferences as determined by the Board with respect to each series.