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Re: None

Monday, 03/08/2010 7:53:19 PM

Monday, March 08, 2010 7:53:19 PM

Post# of 92948
For those asking how the Optimus financing works,

How long do we have to pay back the $10MM?

This deal is not set up to pay back monthly like the debentures with a final payment due at a certain time. If ACTC asked for and received the whole $10MM then Optimus received the shares immediately and can sell as they wish. They are not required to hold them, the S-1 registered the shares for sale. Once all shares are issued the debt is paid in full.

If the entire $10MM was received then you use the calculation example bolded below to figure amount of shares for conversion. You divide the closing bid price into $13.5 million, not $10MM.

$10MM X 135% = $13,500,000 divided by .10(closing bid) then 135MM shares would be issued. Another $525K in expenses(see below) would also be paid with stock(most certainly the commitment Fee) and other expenses possibly with cash.

(from SEC filings)____________________________________________________________________
“Commitment Fee” means a non-refundable fee of $500,000.00, payable by Company to Investor

Except for the $20,000.00 non-refundable document preparation fee previously paid by the Company to counsel for Investor (which shall cover only the initial drafts of the Transaction Documents and one week of legal fees), the receipt of which is hereby acknowledged, and the $5,000.00 non-refundable administrative fee payable to counsel for Investor at each Tranche Closing
http://www.sec.gov/Archives/edgar/data/1140098/000101376209002153/ex10127.htm

1.2.2 Number of Shares. The number of shares of Common Stock underlying this Warrant, subject to further adjustment as provided herein, shall be as follows: (i) with respect to the portion of this Warrant issued on the Effective Date, the number of shares set forth on the face of this Warrant, which is that number of shares of Common Stock equal to the Maximum Placement multiplied by 135%, with the resulting sum divided by the Closing Bid Price of a share of Common Stock on the Trading Day prior to the Effective Date, and (ii) with respect to the portion of this Warrant issued on any Tranche Notice Date including the first Tranche Notice Date, a number of shares equal to the Tranche Purchase Price multiplied by 135%, with the resulting sum divided by the Closing Bid Price of a share of Common Stock on the Tranche Notice Date. For example, if the Tranche Purchase Price is $1,000,000 and the Closing Bid Price is $0.50, then the number of shares of Common Stock underlying the portion of the Warrant issued in connection with such Tranche shall be $1,000,000 x 135% = $1,350,000 divided by $0.50 = 2,700,000 shares of Common Stock. On each Tranche Notice Date, that number of shares of Common Stock issuable upon exercise of the portion of the Warrant issued in connection with such Tranche shall vest and become exercisable, and the aggregate number of shares of Common Stock underlying this Warrant shall automatically adjust up or down to account for the change in the number of shares of Common Stock issuable in that Tranche and for any shares issued upon any prior or simultaneous exercise of the Warrant.
http://www.sec.gov/Archives/edgar/data/1140098/000101376209002153/ex10128.htm

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