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Thursday, June 15, 2017 2:38:57 PM
Including Golden State, mentioned above, and all other investors/debtors The company has a total of
about $525,000 in long-term notes and/or debentures. These notes can be paid back in cash or stock. The
investors have been working with the company to try to find the best balance between maintaining solid
company fundamentals, growth plans and cash flows while trying not to dilute the stock too quickly to
cause a significant decline in price. However, there are no guarantees or pre-arranged agreements for how
much the investors will or will not convert in the future. All the notes have a conversion mechanism that
allows note holders to convert at a discount to market rather than a set price. The overall average discount
price of all the notes is around a 30% discount to market. This means if the stock goes up and shares are
issued then less shares are needed to reduce the debt obligation and if the stock price goes down more
shares are needed to honor the debt obligations. No one debtor will ever own more than 9.9% of the
common stock at one time but if every debt holder converted their entire notes over time the company
will have to increase their authorized number of shares and may have to issue over 1 Billion additional
shares to reduce this debt to zero, based on the current estimated stock price. If the stock price goes down
that amount may go up and if the stock price goes up the amount of shares that will be needed will go
down. Keep in mind this is a process that may take multiple years or may never happen. These types
of conversion decisions are made between the debt holder and the company on a case by case basis. All
parties (Except Golden State Equity) have the company’s overall best long-term interest in mind but
there are no set plans or agreements as to the amount of debt that will be paid back in cash vs stock or the
timing of any of these conversions.
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