VIASPACE Green Energy Inc (VGREF)

[hedge_fun]

More thoughts about the second closing and paying Chang....

Posted by: tommy 9 fingers Date: Monday, January 25, 2010 11:15:33 AM
In reply to: seattleiowahawki who wrote msg# 5649 Post # of 5677

Not entirely sure, mostly asking, could be the Licensor as well.

The transactions under the Purchase Agreement ("Acquisition") involves two phases. At the first closing on October 21, 2008, we issued 3,500,000 newly-issued shares to Chang and his designees. VIASPACE issued 215,384,615 shares of its common stock to Chang and 30,576,007 shares of common stock to Licensor. Chang delivered 70% of the outstanding common stock of IPA BVI to us. In addition, we executed employment agreements with certain persons, including Sung Chang; Carl Kukkonen, VIASPACE’s Chief Executive Officer; Stephen Muzi, the VIASPACE’s Chief Financial Officer; and Maclean Wang, the sole shareholder of the Licensor. Our shareholders also entered into an agreement with Chang regarding the rights as our shareholders ("Shareholders Agreement") to elect directors. IPA China became a wholly-owned subsidiary of IPA BVI (and indirectly, our subsidiary) after the First Closing.

So I did find something interesting, IPA is now actually part of VGREF is that not correct, If so then if someone said that VSPC could sell shares of VGREF to pay Chang would they be wrong. If I am wrong still looks like they do have other assests to minimize dilution.

Following various amendments to the Purchase Agreement, the deadline for the second closing in which the remaining minority interest of 30% of IPA BVI equity holdings would be transferred to us is January 15, 2010 ("Second Closing") unless otherwise extended to February 15, 2010 . At the Second Closing, VIASPACE shall pay $4.8 million ("Cash Consideration") plus Interest (as determined below) since the First Closing, in cash to Chang. Interest on the Cash Consideration shall accrue at 6% for the first six months after the First Closing, and then 18% until June 10, 2009, and then at an annual rate of 6% thereafter. As of September 30, 2009, the entire amount of Cash Consideration due from VIASPACE to Chang was $5.155 million. VIASPACE shall also issue 1.8% of its then outstanding shares of common stock to Licensor. We have complete control of the assets of IPA BVI through our majority ownership position and there is no restriction on the Company’s ability to transfer or capitalize on such assets at any time, including prior to the cash payment due Mr. Chang from VIASPACE.

the entire amount of Cash Consideration due from VIASPACE to Chang was $5.155 million divided by $3.00 pps comes to around 1.7 million shares of VGREF

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