VirTra Inc (VTSI)

[ByloCellhi]

Eggman - Dutchess

You said: "no one decided Duchess was a high enough priority to deal with" - well some of us did...

Here's my first warning in 2003 on Dutchess in 2003 - they have a long storied history of albeit negative

http://www.investorshub.com/boards/read_msg.asp?message_id=1002979

Others....

http://www.investorshub.com/boards/read_msg.asp?message_id=5610480

http://www.investorshub.com/boards/read_msg.asp?message_id=5605821

http://www.investorshub.com/boards/read_msg.asp?message_id=5605699


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 25, 2005, we entered into an investment agreement (the Agreement) with Dutchess Private Equities Fund II, LP (the Investor). This Agreement provides that from time to time, following notice to the Investor, we may put to the Investor up to $6,000,000 of our common stock for a purchase price equal to 94% of the lowest closing bid price of our common stock on the Over-the-Counter Bulletin Board during the five day period following that notice. The number of shares that we are permitted to put under the Agreement is either: (A) 200% of the average daily volume of the common stock for the ten trading days prior to the applicable put notice date, multiplied by the average of the three daily closing bid prices immediately preceding the put date; or (B) $50,000; provided however, that the put amount can never exceed $1,000,000 with respect to any single put.

We also entered into a debenture subscription agreement with Dutchess Private Equities Fund, L.P. and Dutchess Private Equities Fund II, LP, under which those entities agreed to purchase $750,000 in principal amount of our three year convertible debentures bearing interest at 8% per annum (payable in cash or stock at our option) and convertible at the lesser of (i) 80% of the lowest closing bid price during the 15 days of full trading prior to the conversion date; or (ii) $0.33. The initial $500,000 in principal amount was purchased when we signed the Agreement referred to above. The remaining $250,000 in principal amount is to be purchased only when we have filed a registration statement covering sale of the shares issuable upon conversion of the debentures.

Upon issuance of the initial $500,000 in principal amount of debentures, we issued the purchasers five year warrants to purchase 500,000 shares of our common stock at $0.33 per share. Upon purchase of the remaining $250,000 in principal amount, we are obligated to issue the purchasers warrants to purchase an additional 250,000 shares at the lesser of $0.33 per share or the lowest closing bid price of our common stock during the five trading days prior to the funding the additional $250,000.

In connection with the Agreement and the debenture subscription agreement, we agreed to register the shares issuable under the Agreement, upon conversion of the debentures and upon exercise of the warrants.