DESCRIPTION OF CAPITAL STOCK
Authorized Shares of Capital Stock
Our authorized capital
stock consists of 125,000,000 shares of common stock, no par value per share, and 5,000,000 shares of preferred stock, no par value per share. As of March 5, 2023, there were 40,583,176 shares of common stock issued and outstanding and no
shares of preferred stock issued and outstanding. The outstanding shares of our common stock are duly authorized, validly issued, fully paid and nonassessable.
Listing
Our common stock trades on the Nasdaq Global
Select Market under the symbol MESA.
Voting Rights
Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the shareholders, including the election of
directors, subject to any exclusive voting or director designation rights of the holders of shares of any series of our preferred stock that we may designate in the future. The rights, preferences and privileges that may be granted to holders of our
preferred stock, were we to issue such preferred stock, could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the
designation of such series, any or all of which may be greater than the rights of common stock. Our issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive
dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of the Company or other corporate action. We have no present plan to issue
any such shares of preferred stock, although our board of directors (the Board) has the authority to do so without any action by our shareholders, and to fix the rights, preferences, privileges and restrictions of such preferred stock.
Our shareholders do not have cumulative voting rights in the election of directors. Notwithstanding the forgoing, we have additionally granted United, for so long as United holds at least 5% of our issued and outstanding shares of capital stock, the
right to appoint one director, subject to the reasonable approval of the Board.
Dividend Rights
Holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our Board out of legally available funds,
subject to preferences that may be applicable to any then-outstanding preferred stock and limitations under the RASPRO Trust 2006 and Treasury Loan (each as defined in our Annual Report on Form 10-K for the
fiscal year ended September 30, 2022) and the applicable provisions of the Nevada Revised Statutes (NRS).
Rights upon Liquidation
In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to the net assets legally available for
distribution to shareholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.
Other Rights and Preferences
Our common stock has no
sinking fund, redemption provisions, or preemptive, conversion, subscription or exchange rights. Holders of our common stock entitled to vote on a matter, other than with respect to the election of directors, may only take action at special or
annual meetings of the shareholders where the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless voting by classes or series is required for any action of the shareholders by the NRS, our
Second Amended and Restated Articles of Incorporation (our Articles) or our Second Amended and Restated Bylaws (our Bylaws), in which case the number of votes cast in favor of the action by the voting power of each such class
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