Tarsier Ltd (TAER)

[mdimport]

1.2 million reasons + interest for massive dilution.

LMFAO

Pursuant to the Purchase Agreement, each of the Sellers will receive up to 100,000 shares per year of the 600,000 shares of our common stock that are held pursuant to the Escrow Agreement depending on the revenues and earnings of Bulbs each year for the three years ended December 31, 2019, with the maximum of 100,000 shares to be released if Bulbs has at least $2.5 million of revenues with a 15% profit margin in any such year. With respect to such shares, the Sellers may elect to have us purchase such shares from the Sellers at the time of release if the then-current market price of our common stock is less than $1.50 per share, subject to adjustment. However, our purchase obligation will be subordinate to our outstanding indebtedness to TCA Global Credit Master Fund, LP (“TCA”), pursuant to the terms of the Senior Secured Revolving Credit Facility Agreement dated as of January 29, 2016 (the “Credit Agreement”) between TCA and our company.

In the Purchase Agreement, the Sellers have agreed that they will not sell any of the shares of our common stock received pursuant to the Purchase Agreement, including any additional shares released to them pursuant to the Escrow Agreement, except pursuant to a licensed broker reasonably acceptable to us and in an amount on any day not in excess of 5% of the average daily volume of our common stock during the immediately preceding 15 calendar days.

Concurrently with the closing of the purchase of Bulbs, we drew down an aggregate of $1,200,000 under our credit line from TCA under the Credit Agreement. In connection with our acquisition of Bulbs and such borrowing, all of the assets of Bulbs was pledged to TCA pursuant to the Security Agreement dated as of January 29, 2016 between TCA and our company, and all of the capital stock of Bulbs was pledged to TCA pursuant to the Pledge Agreement dated as of January 29, 2016 between TCA and our company.

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