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Re: Orion Nebula post# 44825

Monday, 10/28/2013 3:27:32 PM

Monday, October 28, 2013 3:27:32 PM

Post# of 403225
"The real key to who has been selling is in the following quote from schedule B accompanying the first 8K:

This offering as it relates to Aspire Capital will terminate on the date that all shares offered by this prospectus have been sold by Aspire Capital."

The phrase "this offering" refers to the registration rights agreement, not the purchase agreement. It simply means that Aspires right to sell shares under the registration statement expires when Aspire has sold all of the shares that it acquired under the original purchase agreement. If you can show where it has been shown that Aspire has sold all its shares, please do.

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"In today's PR Leo specifically states that the prior agreement with Aspire was terminated per the terms of the agreement. Which would seem to indicate Aspire has now sold all of the shares from the first agreement to brokers, underwriters etc. I think this is the smoking gun as to who has been selling."

He is referring here to the purchase agreement, which was apparently terminated in accordance with the following term:
"(v) This Agreement shall automatically terminate on the date that the Company sells and the Buyer purchases the full Available Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement except as set forth in Section 11(k)(viii) hereof."

To put it plainly, the original $10,000,000 Purchase Agreement has terminated because CTIX has sold $10,000,000 worth of Common A to Aspire. I see nothing to indicate that Aspire has sold all of those shares.

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"Also, there has been a lot of speculation about who has been selling. The language from the first agreement says the agreement is terminated when Aspire has sold all of their shares by a variety of means enumerated below:

· ordinary brokers’ transactions;
· transactions involving cross or block trades;
· through brokers, dealers, or underwriters who may act solely as agents;
· “at the market” into an existing market for the common stock;
· in other ways not involving market makers or established business markets, including direct sales to
purchasers or sales effected through agents;
· in privately negotiated transactions; or
· any combination of the foregoing."


That list is simply Aspire's Plan of Distribution, enumerating the methods by which Aspire intended to dispose of the shares. As noted earlier, it is the registration rights agreement that is terminated when Aspire has sold all of their shares and I'm still hoping someone can show me where that has been established to be the case.


For the record, I wouldn't be surprised if some of the selling over the last months was undertaken by Aspire, although as far as I can tell the issue of how much has yet to be determined.




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