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Item 3.03
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Material Modification to Rights of Security Holders.
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On October 26, 2021, the Company filed a Certificate of Designations of
9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Certificate of Designations”) with the Secretary of State
of the State of Nevada, which classified and designated 690,000 shares of the Company’s authorized preferred stock, par value $0.0001
per share, as 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock.
The Series A Preferred Stock will rank senior to all
classes or series of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with respect to distribution
rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company. Upon issuance of the Series A Preferred
Stock, the ability of the Company to declare dividends with respect to, or redeem, purchase or acquire, or make a liquidation payment
on, any other shares of capital stock ranking junior to or on a parity with the Series A Preferred Stock, will be subject to certain restrictions
in the event that the Company does not declare dividends on the Series A Preferred Stock during any dividend period. When, as, and if
authorized by the Company’s board of directors and declared by the Company, dividends at the rate of 9.25% per annum of the $25.00 liquidation
preference per share (equivalent to an annual rate of $2.3125) on the Series A Preferred Stock will be payable
monthly in arrears on or about the twentieth (20th) day of each month, beginning on November 20, 2021. Dividends
on the Series A Preferred Stock are cumulative.
The Series A Preferred Stock will generally not
be redeemable by the Company before April 29, 2024, except as described below upon the occurrence of a change of control (as defined in
the Certificate of Designations). On and after April 29, 2024, the Company may, at its option, redeem the Series A Preferred Stock, in
whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends
(whether or not authorized or declared) up to, but excluding, the date of redemption. The Series A Preferred Stock has no stated maturity
date and is not subject to any sinking fund or mandatory redemption provisions and will remain outstanding indefinitely unless redeemed
or otherwise repurchased by the Company as described below.
Upon the occurrence of a Change of Control, the Company
may, at its option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change
of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but excluding, the date of redemption.
Holders of the Series A Preferred Stock generally have
no voting rights, except for limited voting rights, including if the Company fails to pay dividends on the Series A Preferred Stock for
18 or more monthly periods (whether or not consecutive).
The foregoing description is not complete and is
qualified in its entirety by the full terms of the Series A Preferred Stock as set forth in the Certificate of Designations. A copy
of the Certificate of Designations is filed as Exhibit 3.2 to the Company’s Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on October 26, 2021, and the information in the Certificate of Designations is incorporated into this Item 3.03
by reference.
