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FORTY-8

09/19/12 10:22 AM

#56702 RE: gwood11 #56700

Untrue pal:

This is taken from the May 17th 10K:

Exchange Right Agreement

In January 2010, the Company and Merus Capital I, L.P. (“Merus”) entered into an exchange right agreement (the “Agreement”), whereby Merus provided funding to the Company in exchange for, amongst other things, a right in liquidation for Merus to exchange common shares held by Merus at the time of the conversion (“Merus Securities”) into an unsecured promissory note with aggregate principal up to $5,000,000 paying interest at a rate of 5.00% per annum.



Meru has the absolute right to convert its holdings into a $5,000,000.00 promissory note earning 5%. Better than holding onto all those $0.0001 shares, eh?

And if you believe that ASYI has been diluting big-time, then it should have some 'left-over' cash to honor that promissory note, no?

AND YET IT HAS NOT DEMANDED SUCH PAYENT!