14.	AIR T, INC. STOCKHOLDERS ’ EQUITY

The authorized capital structure of Air T, Inc. includes

4,000,000

shares of common stock, with a par value of

$0.25

per share.

May 2014,

the Company’s Board of Directors adopted a policy to discontinue the payment of a regularly scheduled annual cash dividend.

May 14, 2014,

the Company announced that its Board of Directors had authorized a program to repurchase up to

750,000

shares of the Company

’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule

10b

18,

over an indefinite period.

In addition to common stock, the Company

may

issue up to

50,000

shares of

$1.00

par value preferred stock, in

one

or more series, on such terms and with such rights, preferences and limitations as determined by the Board of Directors.

A total of

5,000

shares of preferred stock are authorized for issuance as Series A Junior Participating Preferred Stock and

5,000

shares of preferred stock are authorized for issuance as Series B Junior Participating Preferred Stock, of which

3,000

shares had been reserved for issuance pursuant to the Company’s Rights Agreement, described below. If issued, each share of Series B Junior Participating Preferred Stock would be entitled, in connection with the declaration of a dividend on the Company’s common stock, to a preferential dividend payment equal to the greater of (i)

$1.00

per share and (ii) an amount equal to

1,000

times the related dividend declared per share of common stock. Subject to customary anti-dilution provisions, in the event of liquidation, the holders of Series B Junior Participating Preferred Stock would be entitled to a preferential liquidation payment equal to the greater of (a)

$100

per share and (b) an amount equal to

1,000

times the liquidation payment made per share of common stock. In addition, if issued, each share of Series B Junior Participating Preferred Stock would entitle the holder thereof to

one thousand

votes on all matters submitted to a vote of the stockholders of the Company.

shares of preferred stock of any series have been issued as of

March 31, 2016.

December 14, 2014,

the Board of Directors declared a dividend of

one

preferred share purchase right (a “Right”) for each outstanding share of common stock of the Company.

The Rights are governed by a Rights Agreement (the “Rights Agreement”) dated as of

December 15, 2014.

The dividend was payable on

December 26, 2014 (

the “Record Date”) to the stockholders of record on that date. In addition,

one

Right attaches to each share of common stock issued thereafter.

The Rights initially represent the right to purchase

one one

-thousandth of a share of Series B Junior Participating Preferred Stock.

The Rights will become exercisable upon the occurrence of specified events, including if any person or group (other than an “exempt person”) acquires beneficial ownership of

percent or more of the Company’s common stock. Under the Rights Agreement, an “exempt person” means each person that beneficially owns as of the date of the Rights Agreement

20%

or more of the outstanding shares of common stock of the Company, except that each such person will be considered an exempt person only if and so long as the shares of common stock that are beneficially owned by such person do

not

exceed the number of shares which are beneficially owned by such person on the date of the Rights Agreement, plus any additional shares representing

not

more than

of the shares of common stock then outstanding, and except that a person will cease to be an exempt person immediately at such time as such person ceases to be the beneficial owner of

20%

or more of the shares of common stock then outstanding. Upon a person or group (other than an exempt person) acquiring

percent or more of the Company’s common stock, each Right (other than Rights owned by such person or group) entitles its holder to purchase, for an exercise price of

$85

per share, a number of shares of the Company’s common stock (or in certain circumstances, cash, property or other securities of the Company) having a market value of twice the exercise price, and under certain conditions, common stock of an acquiring company having a market value of twice the exercise price. If any person or group (other than an exempt person) acquires beneficial ownership of

percent or more of the Company’s common stock, the Company

may,

at its option, exchange the outstanding Rights (other than Rights owned by such acquiring person or group) for shares of the Company’s common stock or Company equity securities deemed to have the same value as

one

share of common stock or a combination thereof, at an exchange ratio of

one

share of common stock per Right. The Rights are subject to adjustment if certain events occur. Unless earlier redeemed, exchanged or amended by the Company, the Rights will expire on

December

26,

2017.

The Rights Agreement provides that the Company’s Board of Directors

may,

at its option and in the absence of certain events, redeem all of the outstanding Rights at a redemption price of

$0.01

per Right.