FOR NPIE definition
FOR NPIE. Infinity shall acquire newly issued Convertible Preferred Stock from NPIE in accordance with the Price Formula or Share Calculation, as applicable, for cash consideration. At any time after Closing, Infinity shall have the right, subject to certain Beneficial Ownership Restrictions, to convert such Preferred into 1,500,000 Common Shares (subject to adjustment under the Preferred terms). The coupon rate on the Preferred shall be 7% per annum and will be payable in additional Preferred shares. The Company shall have the right to force mandatory conversion of the Preferred upon an effective Registration including the underlying common shares in the Preferred and warrants described below. . NPIE USE OF PROCEEDS: Infinity shall provide an initial $1,500,000 of Capital Funding to NPIE for the purposes of funding the growth of IGI. The net proceeds will be used for general corporate purposes, which includes working capital, expansions of or changes in our operations, and investments in product development, new products and technology, and may include potential acquisition of businesses, products or technologies. IGI & NPIE SUBSIDIARY MERGER: Structured between a wholly owned subsidiary of NPIE and IGI with NPIE, as the surviving parent company, obtaining at Closing 100% of IGI's issued and outstanding equity, pursuant to a Plan and Agreement of Reorganization. NPIE PRE-CLOSING TABLE: NPIE Free Trading 857,425 {100.00%} Infinity 6,203,960 {87.86%} ------------------ TOTAL 7,061,385 {100.00%} NPIE SHARE PRICE: $0.40 as of 10/28/08 NPIE AT-CLOSING SHARE CANCELATION: Simultaneous with the closing, Infinity will cancel 2,561,385 shares of NPIE NPIE & IGI SUBSIDIARY MERGER TRANSACTION IGI's shareholders and affiliates including Congruent Ventures will receive at Closing 10,500,000 shares of newly issued Common Shares from NPIE.