Can anyone here versed in Legalese explain in layman's terms the details involving the acquisition of Rogue Paper? I have read it twenty times, but am unable to clearly understand the details. Thanks.
Item 1.01 Entry into a Material Definitive Agreement.
On October 23, 2011, (the “Effective Date”) East Coast Diversified Corporation (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Rogue Paper, Inc., a California corporation (Rogue Paper) and certain shareholders of Rogue Paper (the “Rogue Paper Shareholders”).
Pursuant to the Share Exchange Agreement, the Company shall acquire fifty-one percent (51%) of the issued and outstanding shares of common stock of Rogue Paper (the “Rogue Paper Shares”) in exchange for two million five hundred thousand (2,500,000) shares of the Company’s Series A convertible preferred stock, par value $0.001 per share (the “Preferred Shares”). No sooner than twelve months from the Effective Date, the Preferred Shares shall be convertible, at the option of the holder of such shares, into an aggregate of fifty million shares of the Company’s common stock, par value $0.001 per share.
Beginning sixth months from the Effective Date, both the Company and holders of the Preferred Shares shall have the option to redeem any portion of such holders Preferred Shares, for cash, at a price of sixty cents ($0.60) per share. Commencing twenty-four (24) months from the Effective Date, the holders of the remaining, unsold shares of Rogue Paper common stock may require the Company to redeem such shares, for cash, at a price of three cents ($0.03) per share.
Furthermore, the Company shall purchase up to one million dollars ($1,000,000) of additional shares of Rogue Paper common stock, in intervals to be determined, over the course of the next twelve months.
