To: Arcane Lore who wrote (139 ) 12/6/1998 1:17:00 AM From: afrayem onigwecher Read Replies (2) | Respond to of 435
holder of the Debentures has agreed contractually not to convert the Debentures or exercise the Investor Warrants to the extent that such conversion or exercise would result in such holder and its affiliates beneficially owning more than 9.99% of the then outstanding Common -26- (2) Beneficial ownership is based upon the conversion of all of the Debentures and exercise of all of the Warrants and based on the lower of the average of the closing bid prices of Common Stock for each of the 30 trading days immediately preceding October 28, 1998 or $16.00. If all Debentures held by such Selling Shareholders had been issued and converted on October 31, 1998 (assuming a price of $1.00 per share of Common Stock) and all Investor Warrants had been exercised and, assuming two years interest at 8% being paid in Common Stock, the Company would have been obligated to issue 8,300,000 shares of Common stock in respect thereto. The actual number of shares of Common Stock issued or issuable upon the conversion of the Debentures and exercise of the Investor Warrants is subject to adjustment and could be materially less or more than such estimated amount depending on factors that cannot be predicted by the Company at this time, including, among others, the future market price of the Common Stock. However, each holder of the Debentures has agreed contractually not to convert the Debentures or exercise the Investor Warrants to the extent that such conversion or exercise would result in such holder and its affiliates beneficially owning more than 9.99% of the then outstanding Common Stock unless at such time the Company is in default under any provision of the Debentures or under the relevant Securities Purchase Agreement between the Company and such holder, or any of the agreements contemplated therein. The Company may be required to issue shares in excess of 8,300,000 in certain circumstances. For a further description of the Debentures, see "Risk Factors--Debentures, Warrants and Options; Potential Dilution and Adverse Impact on Additional Financing."