Williston Holding Co. Inc (fka WHCA)

[db7]

Conditions to the Merger


Pursuant to the Merger Agreement, the Company agreed to reincorporate under Delaware law and combine its outstanding common stock at a ratio to be determined with the consent of iScience. In addition, the Company agreed that it will effect amendments to the outstanding Secured Promissory Notes, which were issued on June 1, 2011, June 1, 2012 and August 22, 2012 and have an aggregate principal amount of $125,000 (the “Company Notes”), in order to eliminate the security interest granted by the Company thereunder and to extend the repayment of such notes until the earlier to occur of (i) the closing of the Merger, provided iScience raises at least $12 million in equity financing at such time, (ii) the closing of the Company’s next equity financing completed after the Merger, provided that the aggregate gross proceeds from such financing, together with the proceeds from any financing completed by iScience after the execution of the Merger Agreement are at least $14 million, or (iii) the fourth anniversary of the closing date of the Merger. The Company has also agreed to terminate its Engagement Agreement and its Registration Rights Agreement, each dated February 10, 2010, with Cherry Tree & Associates, LLC (“Cherry Tree”), or certain individuals and entities who have relationships with Cherry Tree.