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Re: fsshon post# 413478

Sunday, 02/08/2015 4:11:38 PM

Sunday, February 08, 2015 4:11:38 PM

Post# of 730169
Blue, I think your second point is not correct.

According to...

http://www.sec.gov/Archives/edgar/data/933136/000119312515001790/d845621dex31.htm

SECTION 5. Mandatory Conversion on the Mandatory Conversion Date. (a) On each closing date of any Acquisition, the number of outstanding shares of Series B Preferred Stock having an aggregate Liquidation Preference equal to the net proceeds of the Offering utilized in such Acquisition, on a pro rata basis, shall automatically convert into a number of shares of Common Stock equal to the Liquidation Preference divided by a conversion price equal to the lesser of:
(i) $2.25 per share of Common Stock (the “Initial Conversion Price”); and
(ii) the arithmetic average of daily Volume Weighted Average Prices of the Common Stock during the 20 Trading Day period ending on the Trading Day immediately preceding the public announcement by the Corporation of its entry into a definitive agreement for such Acquisition, subject to a floor of $1.75 per share of Common Stock (the “Floor Price”



...I read it as...

conversion price will be 1.75$ < VWAP < 2.25$ or in other words VWAP bounded by 1.75 as floor and 2.25 as ceiling

...and not as...

"if PPS or VWAP stays below 2.25$ then conversion price will be 1.75$"

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