Ashton Technology Group (fka ASTN)

[sarals]

Change of Control

Posted by: xxrayeyes In reply to: None Date: 3/19/2002 9:28:21 AMPost # of 10412

ASTN (OTCBB) ASTN: 1 Billion Share Auth. / Change of Control TUESDAY , MARCH 19, 2002 09:15 AM Ashton Technology Group Inc (The) (OTCBB: ASTN) released a PRER 14A revised proxy yesterday. The original proxy was filed on February 11th and covered in a Knobias Critical Alert at that time. The revised filing sets a March 14, 2002 date of record for shareholder voting eligibility. The Company seeks shareholder approval for: - A share authorization increase from 100,000,000 to 1,000,000,000 shares - Approval of an amendment to Ashton's certificate of incorporation to define Ashton's interest and expectancy in specified business opportunities SECURITIES PURCHASE AGREEMENT As previously noted, the share authorization increase is necessary for the Company's securities purchase agreement with OptiMark Innovations Inc. The agreement provides for Ashton to sell up to 633,443,600 shares of its common stock for the purchase price of $7.3 million in cash and intellectual property and other non-cash assets valued, for purposes of the transaction, at $20 million. This proxy revision also extends the date for the effectiveness of the party's termination rights under this agreement to April 30, 2002. CONVERTIBLE NOTE In addition, subject to the closing of the sale of Ashton's common stock to OptiMark Innovations pursuant to the securities purchase agreement, OptiMark Innovations has agreed to lend approximately $2.7 million to Ashton: - By a senior secured convertible note - Term: Five years - Convertible at a rate of $0.0492782 per share, subject to adjustment prior to the closing and to customary anti-dilution adjustments after the closing - Accrues interest at a rate of 7.5% per annum - The principal amount of the senior secured note will be initially convertible into 55,344,360 shares of Ashton common stock. OTHER PROMISED EQUITY As of January 31, 2002, Ashton had 68,162,250 shares of common stock issued and outstanding. Previous new equity commitments (61,486,640 shares): - 264,000 shares for conversion of its series B convertible preferred stock - 12,000,000 shares for conversion of the bridge loan and exercise of the warrants issued to HK Weaver Group, Limited - 30,071,964 shares issuable upon conversion of the secured convertible note issued to RGC - 2,222,222 shares of common stock issuable under the equity line with Jameson - 5,546,743 shares of common stock in connection with the exercise of outstanding warrants - 11,381,711 shares for possible exercise of outstanding and future stock options CHANGE OF CONTROL The transactions described above will give OptiMark Innovations a controlling interest in the Company. Total shares outstanding could increase by as much as 1100 % to 818,436,850 shares.

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Sara