As required by GEAG, the Company has entered into a Turnaround Services Agreement with Turnaround Specialists, L.
Bailey, both recently appointed as directors and officers of the Company at the request of GEAG and as a condition to GEAG's providing amounts already lent to the Company.
Pursuant to a Voting Trust Agreement, GEAG has been granted voting authority over all Series A shares, subject to certain limitations in favor of the Series A shareholders.
GEAG will require that the Company's current principal lenders (other than GEAG) exchange amounts owed to them by the Company (currently, approximately $2,400,000 in the aggregate) for shares of Series A Preferred Stock, a new series of preferred stock to be authorized if the transaction is completed, at a price of $1 per share.
These arrangements may give GEAG voting control of the Company.
All of the funds provided by GEAG already have been used or committed to pay corporate expenses and to make payments to vendors.
GEDG's distributorship will convert to an exclusive arrangement if aggregate financing provided by GEAG reaches $500,000, which may or may not occur.
In consideration of the financing, the Company has issued GEAG
warrants with the right to purchase up to 1.