"The 3,894,668 restricted shares of BCCI common stock issued to former ECI stockholders at closing represents 89.2% of the issued and outstanding common stock of BCCI. If and when the remaining ECI stockholders elect to exchange all of the remaining ECI common shares into shares of BCCI, former ECI stockholders will hold a total of 90% of BCCI’s common stock, based on numbers at the date of closing.
Pursuant to the Exchange Agreement, as extended, ECI agreed to pay a total of $245,000 cash to BCCI in seven scheduled payments, including a final payment of $165,000 which was made at closing. Contemporaneously, BCCI used $215,000 of the $245,000 to redeem and cancel 4,260,690 shares of its pre-exchange common stock from the Principal BCCI Stockholders. BCCI used the remaining $30,000 to pay certain consultants for services rendered. In connection with the parties’ agreement to extend the closing date of the Exchange Agreement, ECI also paid total extension penalties to BCCI as of closing of $35,000.
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