Ann: Share Sale Agreement with gridGomm, page-205

Let us put few numbers to stimulate our thoughts.

Current number of shares issued is 562 million

Expected consolidation share price as per ODN announcement is $0.100

Let us assume that the share price before consolidation is $0.020. In this case, the consolidation ratio would be 5 to 1 in order to achieve share price post consolidation at $0.100

Current number of shares issued after consolidation is 112 million (i.e. 562 million/5)
gridComm's owners will be issued 169 million shares post consolidation (excluding three tranches of 87.5 million performance shares which could be exercised within 5 years after satisfying performance criteria)

Based on the above scenario, the number of shares issued post consolidation is 281 million (excluding those performance shares).

CR for the amount of $4 million at $0.100 (consolidation price). The number of new shares to be issued to the applicants (if fully subscribed) is 40 million (i.e. 4 milliion/0.100).

Total number of shares issued after CR is 321 million (i.e., 281 million + 40 million)

The number of shares owned by gridComm (excluding performance shares) is 169 million. Estimated equity ownership of ex gridcomm's owners in ODN based on the consolidation ratio 5 to 1 = 169 million/321 million x 100% = 52.6 per cent.

If the consolidation ratio is less than 5 to 1, the equity ownership of ex gridComm's owners in ODN will be less than 52.6 per cent.

So what will be the consolidation ratio? Can the share price go up to $0.020 and above $0.020.

Existing shareholders in particular retail holders expect that the share price would go up beyond $0.020 therefore the consolidation ratio will be less than 5.

Can the interest of BOD, gridComm owners and retail investors be aligned when their playing fields differ from each other?