Share info, from 8-K, (Note pending 2-for-1 R/S)…
Schedule A
Acquisition of Concord Industries Inc. by Seaena, Inc.
Proposed Deal Structure
Seaena Share Structure Pre-Closing
Outsanding Seaena Common Stock 8,023,708
Outstanding Debt to be Converted into Seaena Common Stock $ 3,833,327
Conversion Rate per Share ( See Note 1 ) $ 0.32
Seaena Common Stock to be issued upon Conversion 11,979,147
Total Outsanding Seaena Common Stock Post Conversion 20,002,855
2-for-1 Reverse Stock Split of Seaena Common Stock 10,001,428
Share Structure on Closing Date
Outstanding Seaena Common Stock 10,001,428 40%
Shares to be issued to Concord at Closing 13,251,892 53%
Shares to be placed in Escrow subject to Earn Out Milestones 1,750,250 7%
Total Seaena Common Stock Outstanding After Closing 25,003,570 100%
2008 Capital Financing
Minimum Amount of Funding $ 3,000,000
Post Acquisition Per Share Price (See Note 2) $ 0.75
Post Acquisition Shares to be Issued 4,000,000
Earn Out Milestones
12/31/2008 12/31/2009 12/31/2010
Earnings Before Interest, Taxes, Depreciation, and Amortization $ 1,000,000 $ 1,500,000 $ 2,000,000
Shares Released from Escrow Upon Achievement of Milestone 875,125 437,563 437,562
Share Structure After Earn Out
12/31/2008 12/31/2009 12/31/2010
Seaena Shareholders 10,001,428 34% 10,001,428 34% 10,001,428 34%
Concord Shareholders 14,127,017 49% 14,564,580 50% 15,002,142 52%
Shares Remaining in Escrow Subject to Earn Out Milestones 875,125 3% 437,562 2% - 0%
2008 Capital Financing Shares 4,000,000 14% 4,000,000 14% 4,000,000 14%
Total Outstanding Shares of Common Stock 29,003,570 100% 29,003,570 100% 29,003,570 100%
Note 1 : The conversion rate is subject to change, which will substantially impact this Schedule A. The conversion rate will be calculated based upon a the average of the closing bid prices of the Seaena Common Stock on the OTCBB for the 20 days immediately preceding the day of conversion.
Note 2 : The per share price is subject to change, which will change the total number of shares that must be sold to raise the additional $3,000,000.
