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  • krycap64 krycap64 Aug 27, 2013 10:51 PM Flag

    Aaronson & Gorton continued

    Pursuant to Aronson’s Warrant Agreement, Aronson had the initial right to
    purchase, at any time through January 15, 2009, 375,756 shares of ACT common stock at
    a price of $2.20 per share (the “Warrant Purchase Price”). (Compl. ¶ 6). Similarly, under
    his Warrant Agreement, Gorton was granted the initial right to purchase, at any time
    Case 1:11-cv-11492-NMG Document 88 Filed 08/26/13 Page 6 of 31
    The term “Equity Unit” was defined in the Warrant Agreements to include “Common
    Stock or Preferred Stock, either alone or issued, offered or sold together as an integrated
    investment unit with any warrants or similar non-debt securities convertible or exchangeable,
    directly or indirectly into Common Stock or Preferred Stock.” (Compl. ¶ 9).
    through January 15, 2009, 46,970 shares of ACT common stock at the Warrant Purchase
    Price of $2.20 per share. (G. Compl. ¶ 7). Additionally, the plaintiffs were entitled to
    automatic adjustments in the number and purchase price of their shares in the event ACT
    issued or agreed to issue lower priced shares to a third party during the time period
    between May 1, 2005 and January 15, 2009 (the “Pricing Period”). (Compl. ¶ 7; G.
    Compl. ¶ 8). As detailed below, the plaintiffs claim that during the Pricing Period, ACT
    issued, or agreed to issue, lower priced shares to various third parties without notifying
    the plaintiffs of those transactions or making the automatic adjustments called for under
    their Warrant Agreements.

    ACTC bad section for ACTC:
    Finally, the plaintiffs challenge ten transactions in which ACT allegedly sold stock
    to Outboard, Ice Cap and Tuxedo during the Pricing Period, in exchange for the
    cancellation of debt, at prices ranging from $0.002 to $0.0036 per share.

    Judge Conclusion:
    Judge is allowing amendment to complaint for .002 to .0036 per shares claims.

    Meaning: $2.20 divided by .002 equals 1,100 multiple or claim for 425,000 shares X 1,100 equals 467.5 million shares by Aaronson & Gorton.

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