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Re: sunspotter post# 12143

Wednesday, 07/02/2014 11:39:49 AM

Wednesday, July 02, 2014 11:39:49 AM

Post# of 13148
Does this mean they are planning a RS from july 1 filing.

3.1 “Leak Out”. The Company has informed the Holders that it may be seeking additional funding, and that the requested “leak out” provisions set forth herein will benefit the Company and its shareholders generally by improving the Company’s prospects of obtaining such funding. The Company has further informed the Holders that it anticipates effecting a reverse split of its Common Stock in a range of not less than 100:1 and not greater than 800:1, with such ratio to be determined at the sole discretion of the Company’s Board of Directors (the “Reverse Split”). In consideration of the foregoing, and effective upon the Closing and the receipt of the Payoff Amount by Holders’ counsel hereunder, for a period of time beginning on the date of such Closing and ending 365 days thereafter, the Holders jointly and severally agree to not, directly or indirectly, sell, convey, assign, pledge or otherwise transfer any shares of Common Stock currently owned by the Holders except that, following the earlier of (i) the date that is 60 days after the Closing Date and (ii) the effectuation of the Reverse Split, the Holders may sell such aggregate number of shares of Common Stock per week as shall not exceed 25,000 shares (giving effect to an assumed post Reverse Split ratio of 200:1)(or such other amount as may be equitably adjusted to reflect the actual split ratio if different from 200:1 or the non-occurrence of the Reverse Split); provided, that, nothing herein shall prevent a Holder from conveying or otherwise transferring the Common Stock to an affiliate of such Holder if such affiliate confirms, in writing, to the Company its obligations to comply with the restrictions set forth herein. The Holders agree to the delivery of the Company’s transfer agent stop-transfer instructions reasonably necessary to prevent transfers of the Common Stock except as in compliance with the restrictions set forth herein
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