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frrol

05/11/19 4:21 PM

#262998 RE: DesireToLearn #262987

It means up to 3500 preferred shares issued to MFO between now and November, which would result in a minimum (if all are converted if we don't get a deal and need the capital) of approx 12.4MM common shares, if our share price is at least $.372 or more. The max is unlimited if our share price is below that, ie it depends on share price at time of conversion. At $.12 it would be 37MM. At current price it would be about 17MM. The # of shares rises exponentially as share price falls.

The way the agreement and the math works, by committing to this agreement the MFO is essentially getting shares at around 38% discount to the market, because of the sweeteners and the VWAP.