We have granted certain repurchase rights to the holders of our stock. The terms of these repurchase rights, including information with respect to their expiration, are set forth in the table below.
Holder(s) of Repurchase
Right Number of Shares Price Relevant Date and Trigger Events
Baron Small Cap 2,500,000 $4.00/share We have agreed to repurchase these shares upon
Fund Baron’s election if the SEC has not declared
effective a registration statement covering the resale of the shares of our common stock held by this investor by January 15, 2013. This investor has not exercised its repurchase right. If we become required to repurchase these shares, we must do so over a ten-month period on a pro rata basis. Entertainment 4,000,000 $2.50/share We have agreed to repurchase these shares if the
Events SEC has not declared effective a registration
Funding LLC statement covering the resale of the shares of our
common stock held by this investor by January 15, 2013. This investor has not exercised its repurchase right. If we are required to repurchase these shares, we must do so over a ten-month period on a pro rata basis. These repurchase rights are based on the ‘‘most favored nation’’ rights we granted
Entertainment Events Funding LLC under its subscription agreement, which require that (until immediately prior to our initial public offering), we provide to them the same right or benefit we provide to a third-party purchasing or receiving our common stock.
Disco 1,000,000 $5.00/share We have agreed to repurchase these shares if we do Productions, Inc. not have a registration statement declared effective
or our shares are not registered pursuant to Section 12 of the Exchange Act by June 30, 2014.
Description of capital stock
Holder(s) of Repurchase
Right Number of Shares Price Relevant Date and Trigger Events
ID&T Seller All shares and warrants held by $10.0 million We have agreed to repurchase these securities if we the ID&T Seller or its permitted do not complete our initial public offering by transferees issued in connection May 26, 2014.
with the ID&T JV (this could include up to 2.0 million shares; warrants to purchase 500,000 shares; and, for a period of five years beginning the year ended December 31, 2013, 100,000 warrants to purchase shares of our common stock if the ID&T JV achieves an EBITDA of $7.0 million or more in the prior fiscal year).
ID&T Seller All or any portion of the $10.00/share We have agreed to repurchase these shares if by 2,000,000 shares issued in March 20, 2014 we have not consummated our connection with the ID&T initial public offering.
Option.
ID&T Seller Approximately 801,277 shares Price to the We have agreed to repurchase these shares if by issued in connection with our public in this March 20, 2014 we have not consummated our acquisition of 100% of the ID&T offering initial public offering. We believe this repurchase Business. right will expire and be unexercisable following the
closing of this offering.
ID&T Seller 4,000,000 shares plus all other $30 million If by March 20, 2014, (i) the closing of our equity granted to the ID&T Seller in total or, at acquisition of 75% of the equity interests of the or its permitted transferees by us the option of ID&T Business has not occurred and (ii) we have in connection with the ID&T JV the ID&T not consummated our initial public offering, then at and the ID&T Option. Seller, all of any time following that date, the ID&T Seller can
our equity require us to repurchase these equity interests. interests in
the ID&T JV
Former equity 4,930,000 $5.00/share On or after March 15, 2014, the former equity
holders of holders of Beatport will have the right to require us
Beatport to repurchase from them the shares of our common
stock issued as consideration in the merger. This right will not apply to any shares that have been registered in our initial public offering at an initial offering price of at least $5.00 per share or in a subsequent resale registration or are subsequently eligible for resale under Rule 144 following such initial public offering.
Description of capital stock
Holder(s) of Repurchase
Right Number of Shares Price Relevant Date and Trigger Events
Insight Venture Up to 1,000,000. $10.00/share On or after March 15, 2014, these parties can
Partners V, L.P. require us to repurchase shares of our common
stock that we have not registered in our initial Insight Venture public offering or registered in a resale registration
Partners V following such initial public offering, or that are not
(Employee eligible for resale under Rule 144 following such
Co-Investors), initial public offering. If prior to the date that these
L.P. shares are registered for resale or become
subsequently eligible for resale under Rule 144 Insight Venture
following our initial public offering, we enter into Partners
an agreement for the acquisition by any third party (Cayman) V, L.P.
of beneficial ownership of more than 50% of the voting power in our voting shares (including by merger or consolidation) or the sale of all of our assets to a third-party in one or a series of related transactions, then this repurchase right will automatically accelerate and become exercisable. If we do not pay these investors the repurchase price of $10.00 per share within ten business days following receipt of notice from the investors of their exercise of this repurchase right, then the repurchase price will increase at a rate of 10% per annum (compounded quarterly) until the date of payment.
Totem Approximately 1,053,462 shares Price to the We granted Totem the right, during the 30 calendar issued in connection with our public in this day period beginning on the second anniversary of acquisition of Totem. offering the closing date, to require us to repurchase at our
initial public offering price per share all of the shares of our common stock that we issued to Totem as consideration under the asset contribution agreement.