Official Form 410 Proof of Claim 04/16

Transcription

1 Case CSS Claim 8-1 Filed 08/01/18 Desc Main Document Page 1 of 3 Fill in this information to identify the case: Debtor 1 CCI Liquidation, Inc. Debtor 2 (Spouse, if filing) United States Bankruptcy Court Case number: District of Delaware FILED U.S. Bankruptcy Court District of Delaware 8/1/2018 Una O'Boyle, Clerk Official Form 410 Proof of Claim 04/16 Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to make a request for payment of an administrative expense. Make such a request according to U.S.C Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments, mortgages, and security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment. A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. 152, 157, and Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received. Part 1: Identify the Claim 1.Who is the current creditor? Bruce Pollock Name of the current creditor (the person or entity to be paid for this claim) 2.Has this claim been acquired from someone else? 3.Where should notices and payments to the creditor be sent? Federal Rule of Bankruptcy Procedure (FRBP) 2002(g) Other names the creditor used with the debtor Yes. From whom? Where should notices to the creditor be sent? Bruce Pollock Name 430 Mountain Ave dba Financial Executive Solutions Where should payments to the creditor be sent? (if different) Name Contact phone Contact phone Contact brucecpollock@gmail.com Contact Uniform claim identifier for electronic payments in chapter 13 (if you use one): 4.Does this claim amend one already filed? Yes. Claim number on court claims registry (if known) Filed on 5.Do you know if anyone else has filed a proof of claim for this claim? Yes. Who made the earlier filing? MM / DD / YYYY Official Form 410 Proof of Claim page 1

2 Case CSS Claim 8-1 Filed 08/01/18 Desc Main Document Page 2 of 3 Part 2: Give Information About the Claim as of the Date the Case Was Filed 6.Do you have any number you use to identify the debtor? Yes. Last 4 digits of the debtor's account or any number you use to identify the debtor: 7.How much is the claim? 8.What is the basis of the claim? $ Does this amount include interest or other charges? Yes. Attach statement itemizing interest, fees, expenses, or other charges required by Bankruptcy Rule 3001(c)(2)(A). Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card. Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c). Limit disclosing information that is entitled to privacy, such as healthcare information. Promissory te received for services rendered 9. Is all or part of the claim secured? Yes. The claim is secured by a lien on property. Nature of property: Real estate. Motor vehicle Other. Describe: If the claim is secured by the debtor's principal residence, file a Mortgage Proof of Claim Attachment (Official Form 410 A) with this Proof of Claim. Basis for perfection: Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for example, a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed or recorded.) Value of property: $ Amount of the claim that is secured: Amount of the claim that is unsecured: $ $ (The sum of the secured and unsecured amounts should match the amount in line 7.) Amount necessary to cure any default as of the date of the petition: $ Annual Interest Rate (when case was filed) % 10.Is this claim based on a lease? Fixed Variable Yes. Amount necessary to cure any default as of the date of the petition.$.is this claim subject to a right of setoff? Yes. Identify the property: Official Form 410 Proof of Claim page 2

3 Case CSS Claim 8-1 Filed 08/01/18 Desc Main Document Page 3 of 3 12.Is all or part of the claim entitled to priority under U.S.C. 507(a)? A claim may be partly priority and partly nonpriority. For example, in some categories, the law limits the amount entitled to priority. Yes. Check all that apply: Domestic support obligations (including alimony and child support) under U.S.C. 507(a)(1)(A) or (a)(1)(b). Up to $2,850* of deposits toward purchase, lease, or rental of property or services for personal, family, or household use. U.S.C. 507(a)(7). Wages, salaries, or commissions (up to $12,850*) earned within 180 days before the bankruptcy petition is filed or the debtor's business ends, whichever is earlier. U.S.C. 507(a)(4). Taxes or penalties owed to governmental units. U.S.C. 507(a)(8). Amount entitled to priority $ $ $ $ Contributions to an employee benefit plan. U.S.C. 507(a)(5). $ Other. Specify subsection of U.S.C. 507(a)( ) that applies $ * Amounts are subject to adjustment on 4/01/19 and every 3 years after that for cases begun on or after the date of adjustment. Part 3: Sign Below The person completing this proof of claim must sign and date it. FRBP 90(b). If you file this claim electronically, FRBP 5005(a)(2) authorizes courts to establish local rules specifying what a signature is. A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. 152, 157 and Check the appropriate box: I am the creditor. I am the creditor's attorney or authorized agent. I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule I am a guarantor, surety, endorser, or other codebtor. Bankruptcy Rule I understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating the amount of the claim, the creditor gave the debtor credit for any payments received toward the debt. I have examined the information in this Proof of Claim and have a reasonable belief that the information is true and correct. I declare under penalty of perjury that the foregoing is true and correct. Executed on date 8/1/2018 MM / DD / YYYY /s/ Bruce Pollock Signature Print the name of the person who is completing and signing this claim: Name Bruce Pollock Title First name Middle name Last name Company Address 430 Mountain Ave Identify the corporate servicer as the company if the authorized agent is a servicer Number Street Piedmont, CA 946 City State ZIP Code Contact phone brucecpollock@gmail.com Official Form 410 Proof of Claim page 3

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7 DocuSign Envelope ID: 82C066D9-B2AD-425F-A7F7-2F5ACC3AAD Case CSS Claim 8-1 Part 2 Filed 08/01/18 Desc Attachment 1 Page 4 of THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF CONVERTIBLE PROMISSORY NOTE $20, October, 2017 Oakland, California For value received, Candi Controls, Inc., a Delaware corporation (the Company ), promises to pay to Bruce Pollock (the Holder ), the principal sum of Twenty Thousand Dollars ($20,000.00). Interest shall accrue from the date of this te on the unpaid principal amount at a rate equal to 2.5% compounded annually. This te is one of a series of Convertible Promissory tes containing substantially identical terms and conditions issued pursuant to that certain Convertible te and Warrant Purchase Agreement dated July 31, 2017 (the Purchase Agreement ). Such tes are referred to herein as the tes, and the holders thereof are referred to herein as the Holders. This te is subject to the following terms and conditions. 1. Maturity. Subject to Section 2, principal and any accrued but unpaid interest under this te shall be due and payable upon demand by the Holder at any time after the second anniversary of the date of this te (the Maturity Date ). twithstanding the foregoing, the entire unpaid principal sum of this te, together with accrued and unpaid interest thereon, shall become immediately due and payable upon the insolvency of the Company, the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of 90 days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Company. 2. Conversion. (a) Investment by the Holder. The entire principal amount of and (at the Company s option) accrued interest on this te shall be converted into shares of preferred stock of the Company ( Preferred Stock ) issued in the Company s next preferred equity financing in a single transaction or a series of related transactions yielding aggregate proceeds to the Company of at least $2,000,000 in the aggregate, including conversion of promissory notes then outstanding (the Next Equity Financing ). The number of shares of Preferred Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the entire principal amount of this te plus (if applicable) accrued interest by (ii) sixty percent (60%) of the price per share of the Preferred Stock in the Next Equity Financing, rounded to the nearest whole share, and the issuance of such shares upon such conversion shall be upon the terms and subject to the conditions applicable to the Next Equity Financing. If the Company elects to convert Candi Controls Bridge Financing - Convertible Promissory te (Bruce Pollock $20K)

8 DocuSign Envelope ID: 82C066D9-B2AD-425F-A7F7-2F5ACC3AAD Case CSS Claim 8-1 Part 2 Filed 08/01/18 Desc Attachment 1 Page 5 of accrued interest into Preferred Stock, this election shall apply equally to all of the tes. If a Change of Control (as defined below) is consummated prior to (i) the Maturity Date or (ii) the initial closing of the Next Equity Financing, the Holder will, at its option, either (1) receive a cash payment equal to two hundred fifty percent (250%) of the principal amount of this te, or (2) if the Holder does not select the cash option, automatically receive from the Company that number of shares of the Company s Series B Preferred Stock as is obtained by dividing (i) the entire principal amount of this te plus accrued interest by (ii) $ per share (as adjusted for stock splits, stock dividends, recapitalizations and like transactions), rounded to the nearest whole share. If there is not enough funds from the Change of Control transaction to pay the Holder and holders of other tes (collectively, the Cash-Out Holders ) in full, then the available funds will be distributed with equal priority and pro rata among the Cash-Out Investors in proportion to the principal amounts of their tes. In connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce, pro rata, the amounts payable to the Cash-Out Investors by the amount determined by the Company s Board of Directors in good faith to be advisable for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes. Upon conversion of this te, the Holder hereby agrees to execute and deliver to the Company all transaction documents related to the Next Equity Financing or Change of Control, as the case may be, including a purchase agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including a lock-up agreement in connection with an initial public offering), and having the same terms and conditions as those agreements entered into by the other purchasers of the Preferred Stock. (b) Mechanics and Effect of Conversion. fractional shares of the Company s capital stock will be issued upon conversion of this te. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of this te that would otherwise be converted into such fractional share. Upon conversion of this te pursuant to this Section 2, the Holder shall surrender this te, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this te, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this te, the Company will be forever released from all of its obligations and liabilities under this te with regard to that portion of the principal amount and accrued interest being converted including without limitation the obligation to pay such portion of the principal amount and accrued interest. (c) Payment of Interest. Upon conversion of the principal amount of this te into the Company s Preferred Stock, any interest accrued on this te that is not by reason of Section 2(a) hereof simultaneously converted into Preferred Stock shall be immediately paid to the Holder. (d) Definition. The term Change of Control shall mean the sale, conveyance or other disposition of all or substantially all of the Company s property or business or the Company s merger with or into or consolidation with any other corporation, limited 2

9 DocuSign Envelope ID: 82C066D9-B2AD-425F-A7F7-2F5ACC3AAD Case CSS Claim 8-1 Part 2 Filed 08/01/18 Desc Attachment 1 Page 6 of liability company or other entity (other than a wholly owned subsidiary of the Company), provided that the term Change of Control shall not include a merger of the Company effected exclusively for the purpose of changing the domicile of the Company, to an equity financing in which the Company is the surviving corporation, or to a transaction in which the stockholders of the Company immediately prior to the transaction own 50% or more of the voting power of the surviving corporation following the transaction. 3. Payment; Prepayment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. Subject to the prior approval of a majority in interest of Holders, Prepayment of this te may be made at any time without penalty, provided that all of the tes shall be prepaid on a pro rata basis. 4. Transfer; Successors and Assigns. The terms and conditions of this te shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. twithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this te without the prior written consent of the Company, except for transfers to affiliates that agree in writing to be bound by the Lock-up Agreement set forth in Section 4(h) of the Purchase Agreement. Subject to the preceding sentence, this te may be transferred only upon surrender of the original te for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this te. 5. Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company, severally and not jointly, that: (a) Authorization. The Holder has full power and authority to enter into the Transaction Agreements as defined in the Purchase Agreement. The Transaction Agreements to which such Holder is a party, when executed and delivered by the Holder, will constitute valid and legally binding obligations of the Holder, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Investors Rights Agreement may be limited by applicable federal or state securities laws. (b) Purchase Entirely for Own Account. This te is made with the Holder in reliance upon the Holder s representation to the Company, which by the Holder s execution of this te, the Holder hereby confirms, that the Shares to be acquired by the Holder will be acquired for investment for the Holder s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this te, the Holder further represents that the Holder does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. 3

10 DocuSign Envelope ID: 82C066D9-B2AD-425F-A7F7-2F5ACC3AAD Case CSS Claim 8-1 Part 2 Filed 08/01/18 Desc Attachment 1 Page 7 of (c) Disclosure of Information. The Holder has had an opportunity to discuss the Company s business, management, financial affairs and the terms and conditions of the offering of the Shares with the Company s management and has had an opportunity to review the Company s facilities. (d) Restricted Securities. The Holder understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder s representations as expressed herein. The Holder understands that the Shares are restricted securities under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Holder must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors Rights Agreement. The Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Holder s control, and which the Company is under no obligation and may not be able to satisfy. (e) Public Market. The Holder understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares. (f) Legends. The Holder understands that the Shares and any securities issued in respect of or exchange for the Shares, may bear one or all of the following legends: (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF (ii) Any legend set forth in, or required by, the other Transaction Agreements. (iii) Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate so legended. 4

11 DocuSign Envelope ID: 82C066D9-B2AD-425F-A7F7-2F5ACC3AAD Case CSS Claim 8-1 Part 2 Filed 08/01/18 Desc Attachment 1 Page 8 of (g) Accredited Investor. The Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (h) General Solicitation. Neither the Holder, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares. (i) Exculpation Among Holder. The Holder acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Holder agrees that neither any Holder nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Holder shall be liable to any other Holder for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares. 6. Governing Law. This te and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. 7. tices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party s address or facsimile number as set forth below or as subsequently modified by written notice. 8. Amendments and Waivers. Any term of this te may be amended only with the written consent of the Company and at least a majority in interest of the Holders. Any amendment or waiver effected in accordance with this Section 7 shall be binding upon the Company, each Holder and each transferee of any te. 9. Stockholders, Officers and Directors t Liable. In no event shall any stockholder, officer or director of the Company be liable for any amounts due or payable pursuant to this te. 10. Counterparts. This te may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement.. Loss of te. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this te or any te exchanged for it, and indemnity satisfactory to the Company (in case of loss, theft or destruction) or surrender and cancellation of such te (in the case of mutilation), the Company will make and deliver in lieu of such te a new te of like tenor. [Signature Pages Follow] 5

12 DocuSign Envelope ID: 82C066D9-B2AD-425F-A7F7-2F5ACC3AAD Case CSS Claim 8-1 Part 2 Filed 08/01/18 Desc Attachment 1 Page 9 of above. The parties have executed this Convertible Promissory te as of the date first written CANDI CONTROLS, INC. By: Steve Raschke, President Address: th Street, 3rd Floor Oakland, CA Candi Controls Bridge Financing - Convertible Promissory te (Bruce Pollock $20K) Candi Controls - Bruce Pollock $20K (2017)

13 DocuSign Envelope ID: 82C066D9-B2AD-425F-A7F7-2F5ACC3AAD Case CSS Claim 8-1 Part 2 Filed 08/01/18 Desc Attachment 1 Page 10 of above. The parties have executed this Convertible Promissory te as of the date first written AGREED TO AND ACCEPTED INVESTOR NAME BRUCE POLLOCK By: Title: Address: 430 Mountain Ave Piedmont, CA 946 Telephone: Facsimile: brucecpollock@gmail.com 7

14 Case CSS Claim 8-1 Part 2 Filed 08/01/18 Desc Attachment 1 Page of August 1, 2018 Bruce Pollock Proof of Claim Case Details: Promissory te principal balance: $20, Accrued interest from 10//2017 through 7/31/ Total $20,445.21