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Perfectson

09/30/16 3:05 PM

#77824 RE: lesgetrich #77816

Les, you're totally wrong on this one.

The fact they noted this in the financial means these are convertible debt instruments that could negatively impact shareholders and had to expressly written
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CashBowski

10/01/16 1:57 PM

#77844 RE: lesgetrich #77816

Les, I wasn't ignoring, I just have very little free time lately but to quickly answer your questions...

Rule 144 has an alternative volume limitation with debt securities and a tranche is in regard to the "class" of securities -- in this case there's no ambiguity, It's up to 10% of common shares (or non-participatory preferred) as noted in the paragraph, and in aggregate.

The details of the amendment to Rule 144 is readily available online, you can look it up and read various legal reviews explaining the rule and the manner in which provides a safe harbor from registration of restricted and control securities. Keep in mind this is not the only exemption available to sellers.

In regards to your other question...

You can find the contract as an exhibit to the annual report, attached at the end of the 10-k, or as a separate document in the same file on the SEC site.

Like I said, it's clearly noted that as a condition of the contract the first years debt was already booked for the corresponding fiscal year of which the report was filed (also in summary paragraph you quoted), so I'm not clear why you would think it's not convertible to following year.

Also, I don't see any selling restrictions in that contract (that's where it would be noted if there was one), nor in the summary you quoted... so, again, I don't understand the reasoning behind the assumption that there would be any company imposed restrictions. Take a look at the contract and let me know if you see any indication of this.

The problem is Paul by intent is not disclosing what exactly is being paid out, and by not doing so he's hoping that there's enough ambiguity to keep investors lingering with guessing games from one quarter to the next.