I (including any entity set forth below (or successor entity) and/or through which I market or conduct or may market or conduct my Business, as defined below) understand, acknowledge and agree that as a condition of and in consideration for being considered to participate in the reality-based competition television program currently entitled “Shark Tank” (“Series”), I will be required to submit voluntarily to a background check (and to execute all consents, authorizations and releases in connection therewith).
I understand that the announcement, solicitation and/or acceptance of any investment in my Business or any equity interests thereto of any kind from one or more of the venture capitalist “sharks” or any other person may be a securities offering and/or a sale of securities governed by federal, state and other securities laws, and I agree to comply with any and all applicable securities laws in connection therewith, including but not limited to laws governing the offer and sale of securities. I also understand that it is my sole responsibility to comply with such securities laws, that the Shark Tank Entities (as defined below) will not be providing me with any advice or a**istance of counsel in that regard. In addition, I acknowledge and agree that the Shark Tank Entities will not be acting on my behalf, either
directly or indirectly, as an agent, broker or finder, in connection with the offer or sale of any securities and that the Shark Tank Entities will not have any liability for my failure to comply with such securities laws.
I further understand and acknowledge that I will be required to enter into further agreements with Finnmax LLC (“Producer”) relating to the business that I may present to the sharks for possible investment (my “Business”).
Among other things, those agreements are currently anticipated to provide that as a condition of my participation onthe Series, Producer, Sony Pictures Television Inc. and American Broadcasting Companies, Inc. (collectively the “Shark Tank Entities”) or their designee(s) will receive an irrevocable option (the “Option”), to do either of the following or neither, at their election and in their sole discretion:
1. Receive a 2% royalty of the operating profits of my Business or
2. Receive warrants that give the Shark Tank Entities or their designees a 5% equity interest in my Business.
The Option shall vest only upon the occurrence of either of the following: (i) I enter into a binding agreement regarding my Business with a shark within two (2) years of the date of my presentation to the shark or (ii) the initial exhibition of an episode of the Series that includes my presentation to the sharks (or a portion thereof sufficient to allow a reasonable person to identify the name and nature of my Business). The Option shall also vest with respect to businesses other than my Business if I enter into a binding agreement with a shark regarding such other businesses during the two (2) years following my introduction to the shark. The specific terms and conditions of the Option, royalty and warrants (e.g., exercise provisions, rights to documentation, shareholder rights such as pro-rata rights and anti-dilution protections, etc.) shall be set forth in one or more further agreements between Producer and me.
The Shark Tank Entities or their designee(s) will give good faith consideration to my expressed preference as to the form of the Option (i.e., royalty or warrants) to be exercised following the vesting of such Option; provided, however, the determination of the form of the Option to be exercised shall be made in the Shark Tank Entities' sole and final discretion.
If the Option is exercised, the Shark Tank Entities' royalty or right to receive warrants (as applicable) will be an obligation in addition to any obligations contained in any agreement between me and any shark.
In addition to any other remedies (at law, in equity, or otherwise) available to Shark Tank Entities or their designee(s), my failure to execute such agreements in the form presented may result in my immediate disqualification from the Series.