Drive Shack Inc. Amends and Restates Tax Benefits Preservation Plan

Drive Shack Inc. (the “Company”) (OTCQX: DSHK), a leading owner and operator of golf-related leisure and entertainment businesses, has announced that it has amended and restated its existing tax benefits preservation plan in order to accommodate technical changes to the rights available thereunder in connection with DS’s listing on OTCQX and delisting from the New York Stock Exchange, effective January 3, 2023.

The amended and restated plan contains substantially identical terms to the Tax Benefits Preservation Plan dated May 22, 2022. In order to comply with the listing requirements of the OTCQX, the Company is including a summary of the New Plan as Exhibit 1 to this announcement.

Additional Information
For additional information that management believes to be useful for investors, please refer to the presentation posted on the Company’s investor relations website, https://ir.driveshack.com.

About Drive Shack Inc.

Drive Shack Inc. is a leading owner and operator of golf-related leisure and entertainment businesses focused on bringing people together through competitive socializing. Today, our portfolio consists of American Golf, Drive Shack and Puttery.

Exhibit 1 – Summary of Tax Benefits Preservation Plan

On May 3, 2024, Drive Shack Inc. (the “Company”) entered into a Tax Benefits Preservation Plan (the “Plan”) with American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), and the disinterested members of the Board of Directors (the “Board”) of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) to stockholders of record at the close of business on May 12, 2024 (the “Record Date”). Each Right is governed by the terms of the Plan and entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a “Unit”) of Series E Junior Participating Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”), at a purchase price of $9.00 per Unit, subject to adjustment (the “Purchase Price”). The Plan is intended to help protect the Company’s ability to use its tax net operating losses and certain other tax assets (“Tax Benefits”) by deterring an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (the “Code”).