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EXHIBIT 10.1.27
AGREEMENT FOR EXCHANGE OF CONVERSION RIGHTS
___________________________________________________________ ("Investor")
presently holds a convertible note, convertible debenture, or other security
convertible into a number of shares (which may be based on a formula) of
Newriders, Inc. common stock (the "Newriders Convertible Security").
The Investor is aware that there is presently proposed a reorganization
transaction (the "Reorganization") which, if consummated, will result in
Newriders, Inc., Paisano Publications, Inc., certain corporations affiliated
with Paisano Publications, Inc. and M & B Restaurants, L.C. becoming wholly
owned subsidiaries of Easyriders, Inc. Under the Reorganization, as presently
proposed, holders of Newriders, Inc. common stock will receive one share of
Easyriders, Inc. common stock for each two shares of Newriders, Inc. common
stock held by them (the "Exchange Ratio") upon consummation of the
Reorganization.
Conditional upon consummation of the Reorganization, the parties hereby
agree that the conversion rights associated with the Newriders Convertible
Security held by the Investor shall hereby be modified to make the Newriders
Convertible Security convertible into shares of Easyriders, Inc. common stock,
instead of Newriders, Inc. common stock. The conversion terms shall be adjusted
to reflect the Exchange Ratio referred to above, with the result that upon
conversion, the Investor will only receive one share of Easyriders, Inc. common
stock for each two shares of Newriders, Inc. common stock that the Investor
would have received had the Reorganization not been consummated. Any conversion
formula applicable to the Newriders Convertible Security shall be based upon
market values of Easyriders, Inc. common stock, not Newriders, Inc. common
stock.
In the event that the Exchange Ratio to be used in the Reorganization
hereafter changes for any reason, the undersigned hereby agrees that a further
appropriate adjustment shall be made to reflect any change hereafter made in
the Exchange Ratio.
DATED ____________, 1998.
NEWRIDERS, INC. INVESTOR:
By: By:
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Its: Its:
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EASYRIDERS, INC.
By:
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Its:
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