Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.

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Message: Re: Pilot fish- Brian is correct-miles
5
Aug 23, 2010 12:46PM

My question was about the green highlighted text as it pertains to redemption and the triggers for such action (specifically change in control). I won't pretend for one minute that I understand most of what is stated under 9. redemption. Perhaps in words of four letters (or less) you would be so kind as to explain what is meant by 9. redemption and if it is still applicable as of this date. Thanks miles.

The rest of what I posted was to show the cash payments received by those who signed the release forms.

9. Redemption. Notwithstanding anything to the contrary herein, in the event

that any one or more of the following occur (each, a "Redemption Trigger"), the

Rights Holder, at its option, may require the COMPANY to effect a Warrant

Redemption (as defined below) of any or all (at the Rights Holders' option) of

the Rights Holders' Warrants (as defined below):

A. The COMPANY merges into or is bought out by another company, or

becomes a private company that does not have publicly traded common

stock, or sells all or substantially all of the COMPANY's assets, or

B. Common stock of the COMPANY is tendered, purchased or exchanged

pursuant to a tender offer, purchase offer or exchange offer, or

C. There is a Change of Control (as defined below) of the COMPANY's

board of directors, and one or more of the following occurs:

(1) COMPANY sells, conveys, disposes of, spins off or assigns

any or all of its NEWCO Stock, or any or all of its rights to

receive the NEWCO Income, to any third party, in each case

without the Right Holder's written consent.

(2) The COMPANY issues or sells, or agrees to issue or sell

Variable Equity Securities (as defined below), for cash in

private capital raising transactions or any securities of the

Company pursuant to an equity line structure or format without

obtaining the prior written approval of the Rights Holder,

with the exception of any such agreements, transactions or

equity lines existing as of the date hereof. For purposes

hereof, the following shall be collectively referred to herein

as, the "Variable Equity Securities": any debt or equity

securities (or securities pursuant to an equity line structure

or similar structure) which are convertible into, exercisable

or exchangeable for, or carry the right to receive additional

shares of Common Stock either (i) at any conversion, exercise

or exchange rate or other price that is based upon and/or

varies with the trading prices of or quotations for Common

Stock at any time after the initial issuance of such debt or

equity security, or (ii) with a fixed conversion, exercise or

exchange price that greater than a thirty percent (30%)

discount to the then prevailing market or is subject to being

reset at some future date at any time after the initial

issuance of such debt or equity security due to a change in

the market price of the Company's Common Stock since date of

initial issuance.

If a Redemption Trigger has occurred and the Rights Holder elects a

redemption, then any of the Rights Holders' Warrants selected by the Rights

Holder for such redemption shall be redeemed ("Warrant Redemption") by the

Company as of the record date for such Redemption Trigger at a price per share

(that is, per share of common stock represented by the warrants) for each Rights

Holder Warrant equal to the "Redemption Price," which shall be defined as the

greater of (A) $0.50 per share, less the Exercise Price per share in effect for

that Rights Holder Warrant on the trading day immediately preceding the record

date of the Redemption Trigger (each subject to adjustment to account for any

forward or reverse stock splits), or (B) the applicable Warrant Redemption

Market Value (as defined below). For purposes hereof, the "Warrant Redemption

Market Value" shall equal the aggregate of the highest Warrant Market Values (as

defined below) for all of the Right Holders' Warrants being so redeemed

calculated on any date during the thirty (30) business day period ending on the

record date for the Redemption Trigger.

For purposes hereof,

"Change in Control" shall mean any change in the makeup of the

COMPANY's board of directors such that the remaining board members from the

following group do not constitute a majority of the board: Gloria Felcyn, David

Pohl, Helmet Faulk, Lowell Giffhorn and Carlton Johnson, Jr.

7
Aug 24, 2010 08:10AM
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