DESCRIPTION OF CAPITAL STOCK
General
As of the date of this
prospectus, we are authorized to issue up to 50,000,000 shares of stock, including up to 40,000,000 shares of Common Stock, par value $0.01 per share, and up to 10,000,000 shares of preferred stock, par value $0.01 per share (Preferred
Stock). As of June 30, 2022, we had 22,306,506 shares of Common Stock and no shares of Preferred Stock issued and outstanding.
The following is a summary of the key terms and provisions of our equity securities. You should refer to the applicable provisions of our
First Amended and Restated Certificate of Incorporation (our Certificate of Incorporation), our First Amended and Restated Bylaws (our Bylaws), the Delaware General Corporation Law (DGCL) and the documents we have
incorporated by reference for a complete statement of the terms and rights of our capital stock.
Common Stock
Voting Rights. Each holder of Common Stock is entitled to one vote per share. Subject to the rights, if any, of the holders of any
series of Preferred Stock pursuant to applicable law or the provisions of the certificate of designation creating that series, all voting rights are vested in the holders of shares of Common Stock. Holders of shares of Common Stock have
noncumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors, and the holders of the remaining shares voting for the election of directors will not be
able to elect any directors.
Dividends. Dividends may be paid to the holders of Common Stock when, as and if declared by the board
of directors of the Company (the Board) out of funds legally available for their payment, subject to the rights of holders of any Preferred Stock. We have never declared a cash dividend and we intend to continue our policy of using
retained earnings for expansion of our business.
Rights upon Liquidation. In the event of our voluntary or involuntary
liquidation, dissolution or winding up, the holders of Common Stock will be entitled to share equally, in proportion to the number of shares of Common Stock held by them, in any of our assets available for distribution after the payment in full of
all debts and distributions and after the holders of all series of outstanding Preferred Stock, if any, have received their liquidation preferences in full.
Non-Assessable. All outstanding shares of Common Stock are fully paid and non-assessable. Any additional Common Stock we or the selling stockholders offer and issue under this prospectus will also be fully paid and non-assessable.
No Preemptive Rights. Holders of Common Stock are not entitled to preemptive purchase rights in future offerings of our Common Stock.
Section 1123. We are prohibited from issuing any nonvoting equity securities to the extent required under
Section 1123(a)(6) of the U.S. Bankruptcy Code and only for so long as Section 1123 of the U.S. Bankruptcy Code is in effect and applicable to us.
Listing. Our outstanding shares of Common Stock are listed on the NYSE under the symbol SBOW. Any additional Common Stock
we issue will also be listed on the NYSE.
Preferred Stock
The Board can, without approval of our shareholders, issue one or more series of Preferred Stock and determine the number of shares of each
series and the rights, preferences and limitations of each series. The
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