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lordboozio

09/01/20 1:03 PM

#25189 RE: kennypooh #25173

Please correct my interpretation if you understand differently. The Florida Business Corporation Act (FBCA) governs buybacks for BBRW and other companies based in Florida. Although BBRW would be subject to FBCA solvency requirements, and other requirements which include documentation related to the corporate action, it does not appear that BBRW necessarily has to file an amendment or anything else with the SOS in order to start repurchasing (i.e., that documentation needs to be maintained internally but not submitted/filed). Instead, it seems that a corporation must ratify and file an amendment only when it is seeking to cancel shares and reduce the A/S by a commensurate amount (and it further appears that such amendment is only required if the corporation's articles prohibit reissuance of repurchased shares; I expect BBRW would in fact pursue this step however, in order to retire the shares as is their stated goal). Presumably this amendment process would happen upon completion of any repurchasing, when they would know the final amount of shares repurchased.

In summary, my reading is that BBRW can commence repurchasing without additional applications/disclosures that would necessarily become public.