Document

附件4(a)(ii)

註冊人的證券登記描述
1934年證券交易所法第12條

康姆泰克通訊公司（「我們」，「我們的」或「公司」）在1934年修訂的證券交易所法第12條下注冊了一類證券：我們的普通股，每股面值0.10美元（「普通股」）。

股本結構描述

我們的股本概述僅供參考，並非完整內容。其完整性需參閱我們的修訂公司章程（我們稱之爲「章程」），我們的b-2系列可轉換優先股的指定證書（「指定證書」），我們的第三次修訂公司章程（「章程」），以及特定的特拉華州通用公司法（「DGCL」）條款所限定。章程、指定證書和章程均作爲年度10-k表格的附件包含在內，而本文件亦爲其中的一部分。由於以下內容僅爲概要，不包含所有可能對您重要的信息。若需要完整內容，請參閱章程、指定證書和章程。

總體來說

我們的章程授權發行1億股普通股，每股面值0.10美元，並授權發行200萬股優先股，每股面值0.10美元。

普通股

本次募集後，截至 2024 年 5 月 17 日，已發行普通股 1,702,226 股（包括 115,792 股未獲得限制性股票獎勵的股票）。截至2024年10月23日，我們共發行並流通着28,866,682股普通股。

表決權。我們的普通股股東每持有一股普通股，在所有股東投票時都有一票。

分紅權。我們的普通股股東有權在我們的董事會宣佈時，按現金或財產，包括公司證券的形式，從公司資產中取得可供合法使用的分紅派息。

清算權。我們的普通股股東有權在公司清算、解散或清算後，在償還或爲我們的債務和任何未償付的優先股股東的清算優先權後，按比例分享所有可分配給股東的剩餘資產。

優先購買權。普通股股東沒有優先購買、認購或其他取得公司未發行或庫藏股份或其他證券的權利。

優先股

如下更詳細地討論，根據我們的章程，我們有權發行最多2,000,000股優先股。目前已指定了我們的兩個系列優先股：(1) 200,000股被指定爲A系列初級參與累積優先股，目前尚未發行；(2) B-2可轉換優先股，其中175,263.58股目前已發行。

空白支票優先股。我們的公司法證書授權董事會可以隨時從一個或多個系列中發行高達1億股優先股，無需經過股東的任何進一步投票或行動，並且對於每個這樣的系列，可以確定構成該系列的股份數、該系列股票的名稱、權力（包括表決權）、特權及相關權利，包括相對參與、選擇或其他權利和任何資格、限制或限制。發行這樣的優先股可能會阻止潛在的收購提議，並可能延遲或阻止控制權的變更。根據我們的章程，我們的董事會有權在不經股東批准的情況下指定一項或多項優先股系列，發行該系列優先股的股份數，直至授權的該系列優先股的最大股份數，並確定任何該等系列的偏好、權利、特權、資格、限制和條件，包括構成任何該等系列的股份數量和此類系列的指定、紅利權利、表決權利、轉換權利條款、贖回權利條款、任何沉沒基金、養老基金或購買基金的條件、清算優先權。在此授權下行事，我們的董事會可以指定併發行一系列具有偏好、權利、特權、資格、限制的優先股，或採納股東權益計劃，其效果是因此股東對我們的普通股擁有益處或開始提出對我們大量普通股的要約收購，而歧視現有或潛在證券持有人。授權但未發行和未保留的股權有一種效果可能會使潛在收購者試圖通過合併、要約收購、代理選舉或其他方式獲得對公司的控制變得更加困難或阻止，從而保護公司管理的連續性。發行此類股權可能會延遲、推遲或阻止公司控制權的變更，無須我們的股東採取任何進一步行動。我們目前沒有采用股東權益計劃的意圖，但在任何將來時間可以在不經股東批准的情況下這樣做。

A系列優先累積優先股。截至2024年10月17日，我們已指定20萬股首選股爲A系列普通參與優先累積優先股，每股面值爲$0.10，目前尚無股份發行。

B-1可轉換優先股。截至2024年7月31日，我們已將171,827.05股優先股指定爲B-1可轉換優先股，每股面值爲0.10美元，其中171,827.05股爲流通股。2024年10月17日，公司將所有未流通的B-1可轉換優先股轉換爲B-2可轉換優先股。因此，截至2024年10月17日，B-1可轉換優先股沒有流通的股份。

B-2可轉換優先股。截至2024年10月17日，我們已將175,263.58股優先股指定爲B-2可轉換優先股，每股面值爲0.10美元，目前已發行175,263.58股。

Series B-2可轉換優先股的指定。

Series b-2可轉換優先股在公司普通股股權支付分紅和公司清算、解散或清算時的資產分配方面優先。截至2024年10月17日，Series b-2可轉換優先股的清算優先權爲187,158,719.17美元。持有Series b-2可轉換優先股的持有人將有權獲得按年率爲9.00%，每季度複利支付的累積分紅（「分紅」），或按年率爲7.75%，每季度複利支付，由公司選定的支付方式。分紅率可能根據某些事件的發生而增加或減少，如合同條款所述。公司在任何一季度選擇不支付現金分紅的情況下，有關一股Series b-2可轉換優先股的分紅將成爲該股的清算優先權的一部分，如合同條款所述。此外，除非在宣佈和支付該等普通股股份的分紅或其他分配時，同時在Series b-2可轉換優先股上宣佈和支付相等的分紅或分配（「參與分紅」），否則不會在普通股上宣佈或支付任何分紅或其他分配，前提是在這種現金形式的任何分紅情況下，代替現金支付，該參與分紅將成爲Series b-2可轉換優先股的股份的清算優先權的一部分，如合同條款所述。根據合同條款中規定的某些事件，持有Series b-2可轉換優先股的持有人將有權選擇要求公司以現金形式支付分紅（在法律允許的範圍內）。

Conversion Rights and Mandatory Redemption.

The Series B-2 Convertible Preferred Stock is convertible into shares of common stock at the option of the holders thereof at any time. At any time after July 22, 2027, the Company has the right to mandate the conversion of the Series B-2 Convertible Preferred Stock, subject to certain restrictions, based on the price of the Common Stock in the preceding thirty (30) consecutive trading days. The conversion price for the shares of Series B-2 Convertible Preferred Stock is $7.99 as of October 17, 2024, subject to certain adjustments set forth in the Certificate of Designations (as adjusted, the “Conversion Price”).

Voting and Consent Rights.

Holders of the Series B-2 Convertible Preferred Stock are entitled to vote with the holders of the common stock on an as-converted basis. Holders of the Series B-2 Convertible Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Series B-2 Convertible Preferred Stock, authorizations or issuances of securities of the Company (other than the issuance of, in the aggregate, up to $50,000,000 of shares of common stock in qualified offerings), the payment of dividends, related party transactions, repurchases or redemptions of securities of the Company, dispositions of businesses or assets, the incurrence of indebtedness and amendments to the Company’s existing credit facility (the “Credit Facility”) on terms and conditions that, taken as a whole, (A) are materially different from the existing credit facility or (B) adversely affect the ability of the Company to perform its obligations in connection with an optional repurchase of the Series B-2 Convertible Preferred Stock, in each case, subject to the exceptions and qualifications set forth in the Certificate of Designations.

Repurchase Rights.

Each holder of Series B-2 Convertible Preferred Stock will have the right to require the Company to repurchase its shares of Series B-2 Convertible Preferred Stock either (a) upon the consummation of an Asset Sale (as defined in the Certificate of Designations) meeting certain criteria, (b) following a CA Satisfaction (as defined in the Certificate of Designations), April 30, 2027 or (c) in all other cases, on or after October 31, 2028, in each case, at a price and on the terms set forth in the Certificate of Designations. The Company will have the right to repurchase all, or less than all, of the shares of Series B-1 Convertible Preferred Stock upon the consummation of an Asset Sale meeting the same criteria as clause (a) above, at a price and on the terms set forth in the Certificate of Designations.

In addition, each holder of Series B-2 Convertible Preferred Stock will have the right to cause the Company to repurchase its shares of Series B-2 Convertible Preferred Stock in connection with a Change of Control (as defined in the Certificate of Designations), at a price and on the terms set forth in the Certificate of Designations.

Right to Nominate Director.

For so long as the initial investors (the “Investors”) (or their permitted transferees) own beneficially and of record an amount of Series B-2 Convertible Preferred Stock with an aggregate liquidation preference equal to at least $25,000,000 (including the liquidation preference of any shares of Series B-2 Convertible Preferred Stock previously held that were subsequently converted into shares of common stock for so long as the Investors (or their permitted transferees) continue to own beneficially and of record such shares of common stock), the Investors representing at least a majority of the outstanding shares of Series B-2 Convertible Preferred Stock then outstanding have the right to nominate one person to serve on the Board of Directors (such nominee, the “Convertible Preferred Stock Nominee”, and such director, the “Convertible Preferred Stock Director”). For so long as the right to nominate one person to serve on the Board of Directors continues to be satisfied based on conditions outlined above, the Company shall nominate the Convertible Preferred Stock Nominee for election (or re-election, as applicable) as a director at the end of each term of the Convertible Preferred Stock Director as part of the slate proposed by the Company that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of the Board of Directors.

Standstill.

Until the earliest to occur of (a) January 22, 2025, with respect to clause (2) below and, otherwise, January 22, 2026, (b) the occurrence of an Insolvency Proceeding (as defined in the Credit Facility) and (c) certain Events of Default (as defined in the Credit Facility), subject to certain qualifications, the Investors will be subject to certain standstill restrictions pursuant to which the Investors will be restricted, among other things and subject to certain customary exceptions, from (1) acquiring more than a specified amount of the Company’s outstanding common stock or securities exchangeable for or convertible into the common stock, (2) entering into any derivative or other convertible instruments, hedging contracts or other derivative securities or similar instruments related to the purchase or sale of common stock, (3) making, participating in or encouraging any proxy solicitation or submitting any shareholder proposal to the Company, (4) publicly proposing any change of control or other material transaction involving the Company, (5) encouraging or entering into any agreements with any person with respect to any of the foregoing, (6) purchasing, selling or otherwise trading debt securities of the Company if as a result such Investor would beneficially own 19.99% of the Company’s outstanding debt securities or (7) taking any action that would require the Company to make a public announcement regarding any of the foregoing.

Transfer Restrictions.

Until the earlier of (a) January 22, 2025 and (b) termination of the standstill provisions (as described above), the Investors will be restricted from transferring the Series B-2 Convertible Preferred Stock, subject to certain specified exceptions.

Warrants

As of the date of this prospectus, we have outstanding 1,435,884 Warrants (the “Warrants”) to purchase an aggregate of 1,435,884 shares of common stock.

Duration and Exercise

The Warrants will have an exercise price of $0.10 per share of common stock and are exercisable at any time and from time to time on or prior to the close of business on June 17, 2031. The Warrants are exercisable, at the election of the holder, either in full or in part, for cash or by Net Share Settlement. The exercise price is subject to adjustment in connection with (i) stock splits, dividends or distributions or other similar transactions, (ii) the issuance of rights or warrants to holders of the common stock, and (iii) any distributions of assets, including cash, stock or other assets or property, to holders of the common stock.

Liquidity Event

In connection with any recapitalization, reorganization, reclassification, consolidation, merger, or other transaction, which, in each case, is effected in such a way that all of the holders of common stock are entitled to receive consideration with respect to or in exchange for common stock (other than a transaction that triggers an adjustment) (a “Liquidity Event”), each Warrant holder will have the right to receive, upon exercise of such Warrants, such consideration as would have been issued or payable in such Liquidity Event (if such Warrant holder had exercised such Warrant immediately prior to such Liquidity Event) with respect to or in exchange, as applicable, for the number of common stock that would have been issued upon exercise of such Warrants, if such Warrants had been exercised immediately prior to the occurrence of such Liquidity Event.

Repurchase Right

Upon a refinancing resulting in the payment in full of all relevant obligations on or before the relevant maturity date, each holder shall have the right (a “Put Right”) to sell, and, upon exercise by any holder of its Put Right, the Company shall have the obligation to purchase for cash, up to 50% of the Warrants held by such holder at a price per share equal to 90% of the 30-day volume-weighted average price of the common stock calculated as of the date of exercise of the Put Right.

Transferability

In accordance with the terms of the Warrants and subject to certain registration requirements, a Warrant may be transferred at the option of the holder.

Fractional Shares

No fractional Warrant Shares, or scrip of any fractional Warrant Shares, will be issued upon the exercise of the Warrants. If any fraction of a share of common stock be issuable on the exercise of any Warrant, the holder will be entitled to receive a cash payment equal to the Market Price (as defined in the Warrant) less the exercise price of such fractional share.

Trading Market

There is no established trading market for the Warrants, and we do not expect a market to develop. We do not intend to apply for a listing for the Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Warrant will be limited.

Rights as a Shareholder

Except as otherwise provided in the Warrants or by virtue of the holders’ ownership of shares of common stock, the holders of Warrants do not have the rights or privileges of holders of our shares of common stock, including any voting rights, until such Warrant holders exercise their warrants.

Registration Rights

Pursuant to the terms of the Warrants, we agreed to file a registration statement providing for the resale by the Selling Stockholders of the Warrant Shares within 30 calendar days from the date of the issuance of the Warrants. We agreed to use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable thereafter and to keep such registration statement continuously effective until the earlier of (1) the date that the respective Selling Stockholder no longer owns any Warrants or Warrant Shares and (2) the date on which all Warrant Shares held by a holder may be sold pursuant to Rule 144 without regard to any volume or manner of sale restrictions, assuming all Warrants held by such holder are exercised on a Net Share Settlement basis.

Certain Provisions of Delaware Law

We are subject to the provisions of Section 203 of the DGCL, an anti-takeover law. In general, this statute provides that, except in certain limited circumstances, a corporation shall not engage in any “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, for purposes of Section 203 of the DGCL, an “interested stockholder” is a person who, together with affiliates, owns, or within three years did own, 15% or more of the corporation’s voting stock. This provision could have the effect of delaying or preventing a change in control of the Company.

Liability of Directors and Officers

As permitted by Delaware law, our charter contains a provision that eliminates the personal liability of the directors to us and our stockholders for monetary damages for breaches of fiduciary duties as directors, except that such provision does not apply to any breach that involves:

•a breach of a director’s duty of loyalty to the Company ;

•any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law;

•a transaction from which the director derives an improper personal benefit; or

•the payment of dividends or the approval of stock repurchases or redemptions that are unlawful under the DGCL.

Our by-laws provide that we shall indemnify (a) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was one of our directors, officers or employees, or is or was serving at our request as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was illegal, and (b) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by us or in our name to procure a judgment in its favor by reason of the fact that he or she is or was one of our directors, officers or employees, or is or was serving at our request as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to us unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the issuer pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.