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Re: zenvesting post# 2528

Friday, 04/16/2010 2:48:48 AM

Friday, April 16, 2010 2:48:48 AM

Post# of 2794
Zen lunatic420...percentage ownership limit feature.....

"Potse, I don't think we have enough details to be sure of this. As I read it, the current OS of 120,000 could only be diluted by 12,000 (10%) by the two note holders. I guess the missing detail is if the note holders can convert up to 4.99%, turn around and sell the shares, then come back and convert some more."

As far as I can tell, this looks like a pretty standard percentage ownership limit feature that they have installed on this note. The note holders can convert up to the limit level, sell some shares, convert some more debt, sell some shares, rinse and repeat.

The only major/unusual difference might be the one-year advance notice that the note holders must give GNZR anytime they wish to make a conversion. I believe that provision remains in effect in this new note deal, although I'm not 100% certain. But that provision wouldn't prevent GNZR from just agreeing to waive the provision and allow the note holders to make some conversions, as they did last year prior to the change in shell control.

My primary concern here is what kind of impact will this debt overhang have on the ability of the company to make acquistions/financings on attractive terms. If I am an insitutional investor looking to finance GNZR, or if I owned a private media/entertainment company and GNZR approached me about acquiring my company, that potential 11.7M share overhang is likely going to be a significant factor in any negotiations.

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