Torrey Pines Research, a California corporation whose principal shareholders are also principal shareholders of TPRG, has agreed to convert approximately $721,000 owed to it by the Company into 600,000 shares of a second series of the Company's preferred stock (the "Series C Preferred Stock"), subject to successful completion of all other components of the Reorganization and other conditions specified in the Term Sheet.
The Reorganization will be deemed successful, and TPRG will become obligated to purchase the Series B Preferred Stock, only if the holders of at least 95% of all indebtedness of the Company (with the exception of certain debt owed to the State of South Dakota, and that owed to TPRG and Torrey Pines Research which is addressed above) have accepted the offer by no later than January 15, 1999.
Taking into account the 20,000,000 shares of the Company's common stock initially issuable to TPRG upon conversion of the Series B Preferred Stock, and the 6,000,000 shares of the Company's common stock initially issuable upon conversion of the Series C Preferred Stock, there would be an aggregate of approximately 32,137,000 shares of the Company's common stock outstanding on a fully-diluted basis immediately following the Reorganization.
