Page 5 of 9 – SEC Filing
| SCHEDULE 13D | ||
| CUSIP No. 00547W208 | Page 5 of 9 |
| Item 3. | Source and Amount of Funds or Other Consideration* |
Pursuant to the Common Stock Purchase Agreement
by and between the Company and Eses, dated November 10, 2010 (as amended, the “Stock Purchase Agreement”) the
Company issued and Eses purchased twenty million (20,000,000) shares of Common Stock on November 10, 2010. The consideration paid
by Eses for these shares of the Common Stock was five million US Dollars (US$5,000,000) in cash, which was obtained from its internal
working capital and the personal funds of Mr. Rahman.
On June 30, 2011, the Company and Eses entered
into the First Amendment to Common Stock Purchase Agreement, by and between Eses and the Company (the “First SPA Amendment”).
As previously disclosed in the Statement, the Stock Purchase Agreement obligated Eses to purchase an additional ten million (10,000,000)
shares of the Company’s Common Stock at each of two subsequent closings which were to take place after the occurrence of
specified milestones and the satisfaction of customary closing conditions. Pursuant to the First SPA Amendment, Eses agreed that
the milestones applicable to the first such milestone closing (the “First Milestone Closing”) had been met.
In addition, Eses and the Company agreed that the ten million (10,000,000) shares to be purchased at the First Milestone Closing
would be transferred in three separate installments. In connection with the first installment, which occurred on June 30, 2011,
Eses acquired two million two hundred thousand (2,200,000) shares of Common Stock in consideration for a payment of five hundred
fifty thousand US Dollars (US$550,000). In connection with the second installment, which occurred on July 21, 2011, Eses acquired
two million two hundred thousand (2,200,000) shares of Common Stock in consideration for a payment of five hundred fifty thousand
US Dollars (US$550,000). The First SPA Amendment provided that, in connection with the third installment (the “Third Installment”),
which was to occur on or before September 29, 2011, Eses would acquire an additional five million six hundred thousand (5,600,000)
shares in consideration for a payment of one million four hundred thousand US Dollars (US $1,400,000).
On November 10, 2011, the Company and Eses
entered into the Second Amendment to Common Stock Purchase Agreement (the “Second SPA Amendment”). Pursuant
to the Second SPA Amendment, the Company and Eses agreed that notwithstanding the First SPA Amendment, the five million six hundred
thousand (5,600,000) shares to be purchased in connection with the Third Installment would be transferred in two separate tranches.
In connection with the first tranche, which occurred on November 10, 2011, Eses acquired two million eight hundred thousand (2,800,000)
shares of Common Stock in consideration for a payment of seven hundred thousand US Dollars (US$700,000). In connection with the
second tranche, which was to occur on or before December 15, 2011, Eses was to acquire an additional two million eight hundred
thousand (2,800,000) shares of Common Stock in consideration for a payment of seven hundred thousand US Dollars (US$700,000).
On January 30, 2012, the Company and Eses
entered into the Third Amendment to Common Stock Purchase Agreement (the “Third SPA Amendment”). Pursuant to
the Third SPA Amendment, the Company and Eses agreed that notwithstanding the Second SPA Amendment, the two million eight hundred
thousand (2,800,000) shares of Common Stock to be purchased in connection with the second tranche of the Third Installment would
instead be transferred in three separate tranches. In connection with the first such tranche, which occurred on or about January
31, 2012, Eses acquired one million five hundred thousand (1,500,000) shares of Common Stock in consideration for a payment of
three hundred seventy-five thousand US Dollars (US$375,000). In connection with the second tranche which occurred on or about February
15, 2012, Eses acquired four hundred ninety-nine thousand six hundred eighty (499,680) shares of Common Stock in consideration
for a payment of one hundred twenty-four thousand nine hundred twenty US Dollars (US$124,920). In connection with the third tranche
which occurred on or about March 2, 2012, Eses acquired eight hundred thousand six hundred forty (800,640) shares of Common Stock
in consideration for a payment of two hundred thousand one hundred sixty US Dollars (US$200,160).
The consideration paid by Eses for the Common
Stock acquired in each of the above transactions was obtained from its internal working capital and the personal funds of Mr. Rahman.
The summary of the Stock Purchase Agreement,
First SPA Amendment, Second SPA Amendment and Third SPA Amendment contained herein does not purport to be complete and is qualified
in its entirety by the full text of each of such Agreements, which were previously filed with the SEC as exhibits to the Statement,
and are hereby incorporated herein by reference.
| * | Shares of Common Stock reported under this item do not reflect the 1-for-17 reverse stock split effected by the Company on December 12, 2013. |
