Ann: Change of Director's Interest Notice - Van Der Made, page-200

The reason that LDA can collect the 10% amount (which is essentially a big brokerage fee), is because if the shares were to get dumped on market (even if managed by a broker across a number of days), it’s likely going to cause the SP to tank backwards (quite possibly towards the 42 cent mark which the SPA refers to).

So if he wants to sell ~9m units the options are:

1. On market (SP tanks and his average price will probably be closer to 42 cents than 50 cents)
2. Have a broker Do it across a number of days (he’ll pay a brokerage fee and the SP will still tank even if sold across many days).
3. Draft an SPA and have a third party accept the downside risk of a falling SP.

The way I read the SPA, if the SP falls lower than $4.62 then LDA still has to pay P VDM this price at a minimum (meaning LDA wears the risk of a falling SP).