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1
.01
Entry into a Material Definitive Agreement
On June 10, 2019, Air T, Inc. (the “Company”) completed its distribution of a dividend of Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”) and warrants (“Warrants”) to purchase additional AIP to holders of its common stock, as well as a 50% stock dividend. The final versions of the operative documents related to the AIP and Warrants, each dated as of June 10, 2019 unless otherwise indicated in the exhibit index, are attached hereto as exhibits and incorporated herein by reference. Specifically, on June 10, 2019:
The Company, Delaware Trust Company, a Delaware state chartered trust company (“DE Trust”) and the individual administrative trustees entered into the Amended and Restated Trust Agreement (“Trust Agreement”) with respect to Air T Funding (the “Trust”). Pursuant to the Trust Agreement, the Trust issued 10,000,000 of its common securities to Air T and issued 1,600,000 AIP (with an aggregate face value of $4,000,000) to the holders of common stock of the Company.
The Company and the American Stock Transfer & Trust Company, LLC, a New York limited liability trust company and transfer agent of the Company (“AST”), entered into the Warrant Agency Agreement, and the Trust issued 8,400,000 Warrants. Each Warrant allows the holder to purchase one share of AIP with a face value of $2.50 for a discounted exercise price of $2.40.
The Company, DE Trust and AST entered into the Indenture, and the Company issued $4,000,000 in principal amount of Debentures to the Trust.
The terms of the AIP are presented under the captions “Description of Capital Securities,” “Description of the Guarantee,” “Description of the Junior Subordinated Debentures,” and “Relationship among the Capital Securities, the Junior Subordinated Debentures and the Guarantee” in the prospectus filed with the Securities and Exchange Commission on June 11, 2019. The terms of the Warrants are presented under the captions “Plan of Distribution” and “Description of Warrants” in the prospectus filed with the Securities and Exchange Commission on June 11, 2019.