UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Dala Petroleum Corp.
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Common Stock
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23426Y 103
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Leonard W. Burningham, Esq.
2150 South 1300 East, Suite 500
Salt Lake City, UT 84106
(801)-363-7411
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| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
December 18, 2017
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| (Date of Event Which Requires Filing of this Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| NAMES OF REPORTING PERSONS
D. Sean McEwen |
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| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
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(a) ¨ (b) þ | ||||||
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| SEC USE ONLY
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| 4 |
| SOURCE OF FUNDS (see instructions)
AF |
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| CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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| CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
25,600,000 (1) | ||||||||
| 8 | SHARED VOTING POWER
0 | |||||||||
| 9 | SOLE DISPOSITIVE POWER
13,500,000 (1) | |||||||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||||||
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| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,100,000 (1) |
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| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
94.1% (2) |
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| TYPE OF REPORTING PERSON (see instructions)
IN |
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(1) See Items 1 through 7 below, specifically Item 7, Exhibit 1, which is a Shareholder Voting Agreement.
(2) Based on the 27,192,286 shares of Common Stock of the Issuer outstanding as of December 18, 2017, as reported from the Issuer’s Transfer Agent on that date.
Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D (this “Schedule 13D”) relates is the common stock, $0.001 per share par value (the “Common Stock”), of Dala Petroleum Corp., a Delaware corporation (the “Company”), with its principal executive offices at 13601 Preston Road, # E816, Dallas, Texas 75240.
Item 2. Identity and Background
The following information is presented in response to this Item:
(a) This Schedule 13D is filed by D. Sean McEwen.
(b) The principal business address of Mr. McEwen is 13601 Preston Road, #E816, Dallas, Texas 75240.
(c) The principal business of Mr. McEwen is the President and CEO of KonaTel, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“KonaTel”) (See Items 3 and 4 below).
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. McEwen is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Effective December 18, 2017, the Company completed an Agreement and Plan of Merger whereby its newly formed “Merger Subsidiary” merged with and into KonaTel and KonaTel was the surviving corporation and became a wholly-owned subsidiary of the Company. Mr. McEwen was the sole shareholder of KonaTel and received merger consideration of 13,500,000 shares of the Company’s Common Stock under the merger. For additional information on this merger, see the Company’s 8-KA-1 Current Report dated November 15, 2017, and filed with the SEC on December 20, 2017. See Item 7.
Item 4. Purpose of Transaction
See Item 3.
Item 5. Interest in Securities of the Issuer
The following information is presented in response to this Item:
(a) As of the date hereof, Mr. McEwen is the beneficial owner of 25,600,000 shares of Common Stock, representing approximately 94.1% of the shares of outstanding Common Stock of the Company (based on the 27,192,286 shares of Common Stock of the Company outstanding as of December 18, 2017, as reported from the Company’s Transfer Agent on that date.
(b) Mr. McEwen has the sole power to vote 25,600,000 shares of Common Stock of the Company for a period of two (2) years from December 18, 2017, and the sole power to dispose of 13,500,000 shares of Common Stock of the Company beneficially owned by the Reporting Person.
(c) Other than the transactions described herein, the Reporting Person has not effected any transaction in the Common Stock of the Company during the past 60 days. Mr. McEwen has received 1,500,000 option grants under Incentive Stock Option Agreements from 5,000,000 shares reserved as incentives for directors, officers
and employees under the KonaTel merger, effective December 18, 2017. These options vest on the following dates and are exercisable in the following tranches, as vested, and do not expire for a period of five years from vesting: 187,250 shares exercisable March 18, 2018, June 18, 2018, September 18, 2018, December 18, 2018, March 18, 2019, June 18, 2019, September 18, 2019 and December 18, 2019.
(d) Except as specifically set forth in this Item 5, to the knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock of the Company that are beneficially owned directly by the Reporting Person. The parties to the Shareholder Voting Agreement that is Exhibit 1 hereto have retained the rights to ownership and dividends on all shares to which each has granted the Reporting Person a two (2) year irrevocable proxy.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
We executed a Shareholder Voting Agreement between the Company, Mr. Savage, Mr. Atkinson, M2 and D. Sean McEwen, the Company’s current Chairman, President, CEO and a director, whereby Mr. McEwen was granted an irrevocable proxy coupled with an interest from each of the foregoing, together with the following rights, including a right of veto, for a period of two (2) years, on the following matters: (i) an increase in the compensation of any employee of the Company by more than $20,000 in any one calendar year and for these purposes, the term compensation includes any form of remuneration or monetary benefit; (ii) the issuance of stock, the creation of a new class of stock, the grant of options or warrants, modification of any shareholder, option holder or warrant holder’s rights, grants, conversion rights or the taking of any other action that directly or indirectly dilutes the outstanding securities of the Company, excepting a current private placement of common stock of the Company for an equity funding of $1,300,000 through the offer and sale of 6,500,000 shares of the Company’s common stock solely to “accredited investors”; (iii) the issuance of debt in excess of $100,000 in the aggregate in any one calendar year; (iv) the approval of a plan of merger, reorganization or conversion; (v) the sale, transfer or other conveyance of assets of the Company having an aggregate value in excess of $100,000 in any one calendar year, other than in the ordinary course of the business; (vi) the entry into a contract or other transaction having a total aggregate contractual liability for the Company in excess of $100,000 in any one calendar year; (vii) any change in the Bylaws of the Company modifying these requirements (all of which are included in our Amended and Restated Bylaws; and (viii) that Mr. McEwen be named as a “nominee” to the Board of Directors of the Company at any special or annual meeting of the Company’s shareholders to elect members to the Board of Directors and to vote all proxies provided to management in connection with any such meeting for Mr. McEwen as one of the “nominees” to our Board of Directors, so long as Mr. McEwen owns 5% or more of the outstanding shares of our Common Stock, among other provisions. The Shareholder Voting Agreement also provides, however, that if Mr. McEwen has been removed as a director for cause by our shareholders and such removal has been confirmed by a Delaware court of competent jurisdiction under Delaware Law, this “nominee” provision shall not be enforceable by Mr. McEwen and shall be void. See Item 7, Exhibit 1, Shareholder Voting Agreement. This summary is modified in its entirety by this reference.
Other than as described above, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships between any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Shareholder Voting Agreement
Incorporated herein by reference:
8-KA-1 Current Report dated November 15, 2017, and filed with the SEC on December 20, 2017.
| SIGNATURES | ||||
| After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. | ||||
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| Dated: December 28, 2017 |
| D. Sean McEwen | ||
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| By: /s/D. Sean McEwen | ||
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| D. Sean McEwen | ||
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| Chairman, President and CEO | ||
DALA PETROLEUM CORP.
SHAREHOLDER VOTING AGREEMENT
This Shareholder Voting Agreement (the “Agreement”) is made and entered into as of this 18th day of December, 2017, by and among Dala Petroleum Corp., a Delaware corporation (the “Company”), D. Sean McEwen (“McEwen”), M2 Equity Partners, LLC, a Minnesota limited liability company (“M2”); Mark Savage (“Savage”), and Matthew Atkinson (“Atkinson”).
RECITALS
WHEREAS, McEwen owns 100% of the outstanding common voting stock of KonaTel, Inc., a Nevada corporation (respectively, the “KonaTel Common Stock” and “KonaTel”), and is the founder, President and sole director of KonaTel;
WHEREAS, KonaTel and the Company intend to inter into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which a wholly-owned subsidiary of the Company will merge with and into KonaTel, McEwen will exchange all of his shares of KonTel Common Stock for shares of $0.001 par value common voting stock of the Company (the “Company Common Stock”), and KonaTel will become a wholly-owned subsidiary of the Company (the “Merger”);
WHEREAS, M2 owns 12,100,000 shares of the Company Common Stock, and Savage and Atkinson collectively own approximately 66.1% of the membership interest of M2 of which Atkinson is the sole Manager;
WHEREAS, Atkinson as Manager intends to dissolve M2 and cause M2 to distribute M2’s Company Common Stock to Savage, Atkinson and the other members of M2 in accordance with their respective membership interest percentages;
WHEREAS following the Merger and the dissolution of M2, McEwen, Savage and Atkinson will collectively own approximately 21,500,000 shares of the Company Common Stock;
WHEREAS, the primary operations of the Company following the Merger will be the operations presently carried on by KonaTel, and the parties believe that McEwen is the most knowledgeable and best suited person to manage the Company and its KonaTel operations after the Merger;
WHEREAS McEwen has made a significant investment in KonaTel, and as a condition of his agreeing to the Merger, McEwen requires that for the first two (2) years following the closing of the Merger that he be granted a limited “veto power” over certain Company actions so that McEwen can preserve and protect his investment, and ensure that he will have the authority he needs to manage the Company and its KonaTel operations as the Company Chairman and CEO effectively and profitably;
Shareholder Voting Agreement
Page 1
WHEREAS the parties believe that the limited veto power McEwen requires is reasonable both in scope and duration and is beneficial to the Company, and that it is in the best interest of the Company and its shareholders to enter into the Merger Agreement subject to that veto power;
NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1.
TERM
This Agreement shall remain in force for a period of two (2) consecutive years following the Effective Date of the Merger as defined in the Merger Agreement (the “Term”).
2.
SHAREHOLDER VOTING
Key Holder Shares. M2 (and its members, if M2 is dissolved and its shares of Company Common Stock are distributed to its members), Savage, and Atkinson (collectively the “Key Holders”) each agree to hold all shares of voting capital stock of the Company registered in their respective names, or beneficially owned by them as of the date hereof, and any and all other securities of the Company legally or beneficially acquired by each of the Key Holders after the date hereof (hereinafter collectively referred to as the “Key Holder Shares”) subject to, and to vote the Key Holder Shares in accordance with, the provisions of this Agreement; provided, that the term “Key Holder Shares” shall not include shares of Company Common Stock sold publicly by the Key Holders in accordance with that certain Lock-Up/Leak-Out Agreement executed and delivered as of the Effective Date of the Merger.
2.1
Election of Directors. On all matters relating to the election of directors of the Company, for the Term of this Agreement and so long as McEwen owns 5% or more of outstanding stock of the Company, the Key Holders shall: (i) vote all the Key Holder Shares so as to elect McEwen as a member of the board of directors of the Company (the “Board”); (ii) nominate McEwen as a “nominee” to the Board in any special or annual meeting of the Company to elect members of the Board and vote all Key Holders’ Shares and other proxies provided to management in connection with any such meeting for McEwen as one of the “nominees” to the Board; provided, however, if the Shareholder has been removed as a director for cause by the shareholders of the Company and such removal has been confirmed by a Delaware court of competent jurisdiction under Delaware Law, this provision shall not be enforceable and shall be void.
2.2
Proposed Actions.
(a)
On all matters relating to Consent Actions (as defined below) that are approved by McEwen, the Key Holders agree to be present, in person or by proxy, at all meetings of shareholders for the vote thereon, to vote all the Key Holder Shares in favor of the proposed action, or in connection with any solicitation of written consents from the stockholders
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of the Company, to consent to the proposed action, and raise no objections to the proposed action, and to waive and refrain from exercising any dissenters rights, appraisal rights or similar rights in connection with such proposed action.
(b)
On all matters relating to Consent Actions that are not approved by McEwen, the Key Holders agree to be present, in person or by proxy, at all meetings for the vote thereon, to vote all the Key Holder Shares against the proposed action, or in connection with any solicitation of written consents from the stockholders of the Company, to object to the proposed action.
McEwen shall provide the Key Holders with written notice of his approval or non-approval of any Consent Action within (i) five (5) business days of the date the Board approves the Consent Action if McEwen participates in the vote or written consent approving the Consent Action; or (ii) five (5) business days of the date McEwen receives written notice of the Board’s approval of the Consent Action if McEwen did not participate in the vote or written consent. The Key Holders covenant to inform McEwen of any Consent Action approved by the Board within three (3) days of the Key Holder’s receipt of such information.
2.3
Irrevocable Proxy. To secure the Key Holder’s obligations to vote the Key Holder Shares in accordance with this Agreement, each Key Holder hereby appoints McEwen, as such Key Holder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Key Holder’s Key Holder Shares as set forth in this Agreement and to execute all written consents or objections and other appropriate instruments consistent with this Agreement on behalf of such Key Holder. The proxy and power granted by each Key Holder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement and are irrevocable for the Term of this Agreement. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of the Key Holder Shares and, so long as any party hereto is an entity, will survive the merger, reorganization or dissolution of such party or any other entity holding Key Holder Shares.
2.4
Legend.
(a)
Concurrently with the execution of this Agreement, there shall be imprinted or otherwise placed, on certificates representing the Key Holder Shares the following restrictive legend (the “Legend”):
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDER VOTING AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS
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CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”
(b)
Subject to the limitations on public sale set forth in the first paragraph in Section 2 above, the Company agrees that, during the term of this Agreement, it will not remove, and will not permit to be removed (upon registration of transfer, reissuance of otherwise), the Legend from any such certificate and will place or cause to be placed the Legend on any new certificate issued to represent Key Holder Shares theretofore represented by a certificate carrying the Legend. If at any time or from time to time any Key Holder holds any certificate representing shares of the Company’s capital stock not bearing the aforementioned legend, such Key Holder or Investor agrees to deliver such certificate to the Company promptly to have such legend placed on such certificate; provided, however, this provision shall not prohibit any Key Holder from depositing such Key Holder’s Key Holder Shares for public sale with a Broker (as defined in the referenced Lock-Up/Leak-Out Agreement and allowing such Broker to transfer such Key Holder’s Key Holder Shares into “street name” for deposit with the Depository Trust Company; and provided, further, however, so long as such Key Holder’s Key Holder Shares have not been publicly-sold by such Key Holder, such Key Holder’s Key Holder Shares shall remain subject to this Agreement, regardless of transfer without the Legend.
2.5
Successors. The provisions of this Agreement shall be binding upon the successors in interest to any of the Key Holder Shares, unless the Key Holder Shares have been publicly sold under the referenced Lock-Up/Leak-Out Agreement, at which time this Agreement shall no longer apply to the Key Holder Shares that have been publicly sold. Subject to Section 2.4(b), the Company shall not permit the transfer of any of the Key Holder Shares on its books or issue a new certificate representing any of the Key Holder Shares unless and until the person to whom such security is to be transferred shall have executed a written agreement, substantially in the form of this Agreement, pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person were a Key Holder.
2.6
Other Rights. Except as provided by this Agreement, each Key Holder shall exercise the full rights of a holder of capital stock of the Company with respect to the Key Holder Shares.
3.
BOARD OF DIRECTOR VOTING.
The M2 Holders, as applicable, each agree to exercise their voting power as an elected member of the Board (“Director”) consistently with the terms of this Agreement; provided that nothing in this Agreement shall obligate a Director to exercise his or her voting authority in a manner that is inconsistent with his or her duties as a Director to the Company and its shareholders.
3.1
Amended Bylaws. By their execution of this Agreement, the Key Holders, as applicable, acknowledge and understand that the Board, effective as of the date of the Closing of the Merger, in the Consent of Directors of the Board attached hereto as Exhibit A (the “Written Consent”), which Written Consent adopts the Dala Petroleum Corp. Amended and Restated Bylaws dated as of the Closing of the Merger attached hereto as Exhibit B (the “Amended Bylaws”). The Key Holders have no objection whatsoever to the Board’s Written Consent
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adopting the Amended Bylaws, and the Key Holders acknowledge that McEwen is relying upon the Key Holders’ acknowledgment and understanding of the matters outlined in this Section 3.1 as one of his conditions to the Closing of the Merger.
3.2
Consent Actions. The Key Holders hereby acknowledge and agree that the Amended Bylaws require the unanimous vote of the Directors or the consent of majority of the shareholders of the Company for the Company to take the following specific actions (the “Consent Actions”) during the Term of this Agreement:
(a)
Increase the compensation of any employee of the Company in excess of $20,000 in any one calendar year. For these purposes, the term compensation includes any form of remuneration or monetary benefit.
(b)
Issue stock, create a new class of stock, grant options or warrants, modify any shareholder, option holder or warrant holder right, grant conversion rights, or take any other action that directly or indirectly dilutes the outstanding stock of the Company; excepting the issuance of stock pursuant to Section 6.4(f) of the Merger Agreement, which issuance shall be deemed to have been consented to by the Key Holders and McEwen as of the Closing of the Merger;
(c)
Issue debt in excess of $100,000 in aggregate in any one calendar year;
(d)
Approve a plan of merger, reorganization, or conversion;
(e)
Sell, transfer or otherwise convey the assets of the Company other than in ordinary course of the business of the Company;
(f)
Enter into a contract or other transaction having a total aggregate contractual liability in excess of $100,000 in any one calendar year; and
(g)
Change the Bylaws modifying this shareholder consent requirement.
3.3
Chairman of the Board. On all matters relating to the election or appointment of the Chairman of the Board, the Key Holders agree to vote so as to elect McEwen as the Chairman of the Board.
4.
MISCELLANEOUS
4.1
Further Action. If and whenever any Key Holder Shares are sold, the Key Holders or the personal representative of the Key Holders shall do all things and execute and deliver all documents and make all transfers, and cause any transferee of the Key Holder Shares to do all things and execute and deliver all documents, as may be necessary to consummate such sale consistent with this Agreement.
4.2
Specific Performance and/or Injunctive Relief. The parties declare that it is impossible to measure in money the damages which will accrue to a party or to their heirs, personal representatives, or assigns by reason of another party’s failure to perform any of the
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obligations under this Agreement, and agree that, in addition to damages and remedies at law, the parties shall be entitled to seek and obtain specific performance and/or injunctive relieve without the posting of a bond for the purpose of enforcing the terms of this Agreement. If any party hereto or his heirs, or his or its personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof and/or obtain injunctive relieve, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.
The parties specifically agree that in the event of any failure of a Key Holder (or its/his successor or assign) to perform any of its/his obligations under this Agreement, McEwen shall have the right to: (i) call a special meeting, directly, of the shareholders of the Company, to enjoin any action on the part of the Company and the Board that was the subject of a Consent Action that was not approved by McEwen, and enjoin any action on the part of the Company and the Board that is inconsistent with any Consent Action that was approved by McEwen; (ii) without surety bond and at the cost and expense of the Company, to have any court of competent jurisdiction enjoin any such action pending the holding of the subject special meeting of the shareholders of the Company, if the Company and the Board do not agree to await shareholder approval/disapproval of any such action; and (iii) to seek all damages resulting from the breach of the terms and provisions of this Agreement in law or equity, with attorney’s fees and costs to be awarded against the Key Holder (or its/his successor or assign) who failed to perform its/his obligations under this Agreement. Any required proxy or information statement required to be filed by McEwen and mailed to shareholders of the Company in connection with any such special meeting shall be at the sole cost and expense of the Company, and the Company shall cooperate fully with McEwen in the preparation, filing and mailing of any proxy or information statement to the extent reasonably required by McEwen.
4.3
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, and shall be binding upon the parties hereto in the United States and worldwide. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal or state court within Washoe County, Nevada, in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of the State of Nevada for such persons and waives and covenants not to assert or plead any objection that they might otherwise have to jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings based upon or arising out of this Agreement except in such courts.
4.4
Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
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4.5
Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and administrators and other legal representatives.
4.6
Additional Shares. Subject to the limitations on public sale set forth in the first paragraph of Section 2 above, in the event that subsequent to the date of this Agreement any shares or other securities are issued on, or in exchange for, any of the Key Holder Shares by reason of any stock dividend, stock split, combination of shares, reclassification or the like, such shares or securities shall be deemed to be Key Holder Shares for purposes of this Agreement.
4.7
Costs and Attorney’s Fees. In the event that any action, suit or other proceeding is instituted based upon or arising out of this Agreement or the matters contemplated herein or any other matter relating to the equity interests of the Investors in the Company (whether based on breach of contract, tort, breach of duty or any other theory), the prevailing party shall recover all of such party’s costs (including, but not limited to expert witness costs) and reasonable attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.
4.8
Notices. All notices required in connection with this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written notification of receipt.
(Signature Page Follows)
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SHAREHOLDER VOTING AGREEMENT SIGNATURE PAGE
SHAREHOLDER:
/s/ D. Sean McEwen
Date: December 18, 2017
D. Sean McEwen
DALA PETROLEUM CORP.:
By /s/ Mark Savage
Date: December 18, 2017
Mark Savage, President
KONATEL, INC.:
By /s/ D. Sean McEwen
Date: December 18, 2017
D. Sean McEwen, President
MARK SAVAGE:
/s/ Mark Savage
Date: December 18, 2017
Mark Savage
MATTHEW ATKINSON:
/s/ Matthew Atkinson
Date: December 18, 2017
Matthew Atkinson
M2 EQUITY PARTNERS LLC:
By /s/ Matthew Atkinson
Date: December 18, 2017
Matthew Atkinson, Manager
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