Arrayit Corporation (ARYC)

[Delsurfer]

Final Post

31. If Iconic is allowed to convert the shares and sell them into the public market, Arrayit will be irreparably damaged. First, Iconic's conversion request puts Arrayit in breach of the Subordination Agreement as TCA is entitled to priority conversion rights. Second, the value of shares Iconic is attempting to convert is well in excess of any purported sums Arrayit owes Iconic. Not only is the amount in dispute, but it can be paid with money, not in shares. The Convertible Note allows for conversion but does not make it mandatory. If Iconic is allowed to convert and those shares are dumped into the public market, it will in all likelihood cause Arrayit's share price to plummet. In addition, if Iconic is issued shares, and they are thereafter deposited and put in CEDE & Co.'s name, there is no mechanism to pull them back. The shares are essentially lost and their value is unrecoverable. Iconic's refusal to release any of the reserve shares leaves Arrayit without any available common shares of stock to fulfill a conversion request by TeA. If Arrayit is unable to fulfill a conversion request by TCA, Arrayit will be in breach and all other assets of the company will be in jeopardy.

32. Iconic has provided no accounting or other evidence that Arrayit continues to owe Iconic money pursuant to the Convertible Note. This issue should be litigated before Iconic is allowed to convert the debt into Arrayit's common shares as the issues are contested