Barstool Purchase Agreement

Barstool Purchase Agreement

Section 7. conversion. If, at any time, it is proposed that a portion of the D Preferred Series be transferred to a person other than the entity or related entity of the person to whom the person to whom the share was originally issued (that person, the «initial holder» and that share, a «transferred share»), each 1/1,000 of a share transferred is automatically converted into an effective common share at the time of the transfer of those shares (the «conversion date»). Under no circumstances can the first holder or any of its related companies be permitted to hold the common shares of shares that may be fuelled in such a conversion (it goes without saying that nothing in section 7 prevents the original holder from openly buying shares of the company`s common stock). In the event that any distribution of securities, recapitalization, reclassification, change in organizational form, stock fractions, reverse share fractions or similar events affects the company`s capital structure (with a dividend of common shares), the amount on which the Series D shareholder was entitled to the event described in the first sentence of this section 7 is adjusted fairly (if any). For the purposes of this resolution, «affiliate» is defined as «affiliated» with respect to a natural or legal person (i) any other person or entity is controlled, directly or indirectly, through one or more intermediaries who control that person or entity under joint control, under joint control with that person or entity, or (ii) a trustee under a trust for the primary benefit of that person; the term «control» (and the correlative terms of «control,» «controlled by» and «under common control»), the possession of power, whether contractually, in participation or otherwise, to guide the policy or management of an individual or business; and «transfer,» the sale, transfer, sale or sale of a share of Series D. (A) preferred shares, Series D preferred shareholders have the right to put themselves on an equal footing, ratabel and passu bet with the holders of common shares of the Company («common shares») on all dividends and distributions (in the form of cash), Shares, other assets or other means, including, without restriction, any dividend or distribution of shares or other shares or proof of a person`s debt, including, but not limited to the company or subsidiary, but without repurchase of common shares or other interests in the company) on common shares, in the amount that these holders would have received if these holders would have received , immediately before each record, dividends or distributions are paid for dividends or distributions each 1/1,000th of the share in the D series of preferred shares have been converted into a common share share.

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