Common use of Conversion Price Clause in Contracts

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxx) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%).

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 6070% multiplied by the Market Price (as defined herein)(representing a discount rate of 4030%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxx) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 5060% multiplied by the Market Price (as defined herein)(representing a discount rate of 5040%).

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 6070% multiplied by the Market Price (as defined herein)(representing a discount rate of 4030%), subject to adjustment as described herein (“Conversion Price”). “Market Price” means the average of the three (3) lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty fifteen (2015) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading PricesPrice” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxxxxx.Xxxxxx.xxx) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets, per share of Common Stock. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine at any time the Conversion Price as determined hereunder for any Conversion would be less than the par value of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on Stock, then the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, Company shall have right to increase the Conversion Price will hereunder for such conversion to par value and increase the Conversion Amount for such Conversion to include, as liquidated damages, Additional Principal. “Additional Principal” means such additional amount to be reduced added to 50% multiplied by the Market Conversion Amount to the extent necessary to cause the number of Conversion Shares issuable upon such Conversion to equal the same number of Conversion Shares as would have been issued had the Conversion Price (as defined herein)(representing a discount rate of 50%)not been subject to the minimum price set forth in this Section.

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 6070% multiplied by the Market Price (as defined herein)(representing a discount rate of 4030%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxx) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%).

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 6058% multiplied by the Market Price (as defined herein)(representing a discount rate of 4042%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the lesser of the (i) lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date or (ii) lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Original Issue Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxx) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%).

Conversion Price. The conversion price Conversion Price shall equal the Variable Conversion Price (as defined herein)(subject to equitable adjustments for the principal and interest in connection with voluntary conversions stock splits, stock dividends or rights offerings by the Holder Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall be 60mean 62% multiplied by the Market Price (as defined herein)(representing herein) (representing a discount rate of 4038%), subject to adjustment as described herein (. “Conversion Price”). Market Price” means the lowest one (1) Trading Prices Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last latest complete Trading Day prior to the Conversion Date. “Trading PricesPrice” means, for any security as of any date, the lowest traded closing bid price on the Over-the Counter Pink Marketplace, OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTCQBOTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxxBloomberg) or, if the OTCQB OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading no closing bid price of such security is not available in any of the foregoing manners, the lowest intraday price average of the closing bid prices of any market makers for such security that are quoted on listed in the OTC Markets“pink sheets”. If the Trading Prices Price cannot be calculated for such security on such date in the manner provided above, the Trading Prices Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQBOTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%).

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder Conversion Price shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein (“Conversion Price”herein). Market Price” "MARKET PRICE" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty five (205) Trading Day period ending on the last complete one Trading Day prior to the date the Conversion DateNotice is sent by the Holder to the Borrower via facsimile (the "CONVERSION DATE"). “Trading Prices” "TRADING PRICE" means, for any security as of any date, the lowest traded intraday trading price on the Over-the the-Counter Pink Marketplace, OTCQB, or applicable trading market Bulletin Board (the “OTCQB”"OTCBB") as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to and hereafter designated by the Holder (i.e. wxx.Xxxxxx.xxx) or, if the OTCQB OTCBB is not the principal trading market for such security, the intraday trading price of such security on the principal securities exchange or trading market where such security is listed or traded or, if the lowest no intraday trading price of such security is not available in any of the foregoing manners, the lowest average of the intraday price trading prices of any market makers for such security that are quoted on listed in the OTC Markets. "pink sheets" by the National Quotation Bureau, Inc. If the Trading Prices Price cannot be calculated for such security on such date in the manner provided above, the Trading Prices Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are Price is required in order to determine the Conversion Price of such Notes. “Trading Day” "TRADING DAY" shall mean any day on which the Common Stock is tradable for any period on the OTCQBOTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%)is open for trading.

Conversion Price. The conversion price Conversion Price shall be equal to the Variable Conversion Price (as defined herein)(subject to equitable adjustments for the principal and interest in connection with voluntary conversions stock splits, stock dividends or rights offerings by the Holder Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall be 60mean 61% multiplied by the Market Price (as defined herein)(representing herein) (representing a discount rate of 4039%), subject to adjustment as described herein (. “Conversion Price”). Market Price” means the lowest one (1) Trading Prices Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last latest complete Trading Day prior to the Conversion Date. “Trading PricesPrice” means, for any security as of any date, the lowest traded closing bid price on the Over-the Counter Pink Marketplace, OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTCQBOTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxxBloomberg) or, if the OTCQB OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading no closing bid price of such security is not available in any of the foregoing manners, the lowest intraday price average of the closing bid prices of any market makers for such security that are quoted on listed in the OTC Markets“pink sheets”. If the Trading Prices Price cannot be calculated for such security on such date in the manner provided above, the Trading Prices Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQBOTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%).

Conversion Price. The conversion price for (the principal and interest in connection with voluntary conversions “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments by the Holder Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall be 60mean 75% multiplied by the Market Price (as defined herein)(representing herein) (representing a discount rate of 4025%), subject to adjustment as described herein (. “Conversion Price”). Market Price” means the average of the lowest one three (13) Trading Prices (as defined below) for the Common Stock during the twenty fifteen (2015) Trading Day period ending on the last latest complete Trading Day prior to the Conversion Date. “Trading PricesPrice” means, for any security as of any date, the lowest traded closing bid price on the Over-the Counter Pink Marketplace, OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTCQBOTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxxBloomberg) or, if the OTCQB OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading no closing bid price of such security is not available in any of the foregoing manners, the lowest intraday price average of the closing bid prices of any market makers for such security that are quoted on listed in the OTC Markets“pink sheets”. If the Trading Prices Price cannot be calculated for such security on such date in the manner provided above, the Trading Prices Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQBOTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%).

Conversion Price. The conversion price (the “Conversion Price”) shall be equal to the Variable Conversion Price (as defined herein) (subject to equitable adjustments for the principal and interest in connection with voluntary conversions stock splits, stock dividends or rights offerings by the Holder Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall be mean sixty percent (60% %) multiplied by the Market Price (as defined herein)(representing herein); provided, however, that if, after the Issue Date, the Borrower issues a discount rate of 40%), subject convertible promissory note to adjustment as described herein any Person other than the Holder or its Affiliates which contains a conversion price (the “Third-Party Conversion Price”) which the Borrower and the Holder agree in writing, after good faith negotiations, is less than the effective Variable Conversion Price (after giving effect to any shares of Common Stock issued, or issuable, to the Holder or its Affiliates in connection with this Note or any other agreement between the Borrower and the Holder), then the Variable Conversion Price shall be reduced to the Third-Party Conversion Price. “Market Price” means the lowest one (1) closing bid price in the fifty Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day Days prior to the Conversion applicable Conversation Date. “Trading Prices” meansIn the event that a bid price does not exist for one of the twenty days used to calculate the Market Price, for any security as then instead of any dateusing zero, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, lower of .0001 or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxx) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any half of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices closing ask shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such Notesutilized instead. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or traded on the principal securities exchange or other securities market on which the Common Stock is then being traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time). Upon The Conversion Price set forth herein shall be reduced an additional ten percent of the lowest closing bid price in the fifty Trading Days prior to the applicable Conversion Date for each Public Information Failure. If the Company is late in any Event of Defaulttheir filings with the SEC, including not having current financial information publicly disclosedsuch lateness shall constitute a Public Information Failure. For purposes of clarity, it is understood that if there shall be a Public Information Failure which is cured and then repeated once, the Conversion Price will shall be reduced an additional twenty percent of the average closing bid price in the fifty Trading Days prior to 50% multiplied by the Market applicable Conversion Date. The Conversion Price (as defined herein)(representing a discount rate may be adjusted pursuant to the other terms of 50%)this Note.

Conversion Price. The conversion price for (the principal and interest in connection with voluntary conversions “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments by the Holder Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall be 60mean 58% multiplied by the Market Price (as defined herein)(representing herein) (representing a discount rate of 4042%), subject to adjustment as described herein (. “Conversion Price”). Market Price” means the average of the lowest one two (12) Trading Prices (as defined below) for the Common Stock during the twenty fifteen (2015) Trading Day period ending on the last latest complete Trading Day prior to the Conversion Date. “Trading PricesPrice” means, for any security as of any date, the lowest traded closing bid price on the Over-the Counter Pink Marketplace, OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTCQBOTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxxBloomberg) or, if the OTCQB OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading no closing bid price of such security is not available in any of the foregoing manners, the lowest intraday price average of the closing bid prices of any market makers for such security that are quoted on listed in the OTC Markets“pink sheets”. If the Trading Prices Price cannot be calculated for such security on such date in the manner provided above, the Trading Prices Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQBOTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%).

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 6070% multiplied by the Market Price (as defined herein)(representing a discount rate of 4030%), subject to adjustment as described herein (“Conversion Price”). Market Price” means the lowest one (1) Trading Prices Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxx) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%).

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60mean 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 4050%), subject to adjustment as described herein (. “Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxxxxx.Xxxxxx.xxx) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon If at any time while this Note is outstanding, an Event of DefaultDefault (as defined herein) occurs, including not having current financial information publicly disclosed, then an additional discount of fifteen percent (15%) shall be factored into the Conversion Price will be reduced to 50% multiplied by the Market Price until this Note is no longer outstanding (as defined herein)(representing resulting in a discount rate of 50%65% assuming no other adjustments are triggered hereunder). If at any time the Conversion Price as determined hereunder for any Conversion would be less than the par value of the Common Stock, then the Conversion Price hereunder shall equal such par value for such Conversion and the Conversion Amount for such Conversion shall be increased to include Additional Principal where "Additional Principal" means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of Conversion Shares issuable upon such Conversion to equal the same number of Conversion Shares as would have been issued had the Conversion Price not been subject to the minimum price set forth in Section 4(b).

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 6065% multiplied by the Market Price (as defined herein)(representing a discount rate of 4035%), subject to adjustment as described herein (“Conversion Price”). “Market Price” means the lowest one (1) Trading Prices Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading PricesPrice” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxx) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets, per share of Common Stock. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine at any time the Conversion Price as determined hereunder for any Conversion would be less than the par value of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on Stock, then the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, Company shall have right to increase the Conversion Price will hereunder for such conversion to par value and increase the Conversion Amount for such Conversion to include, as liquidated damages, Additional Principal. “Additional Principal” means such additional amount to be reduced added to 50% multiplied by the Market Conversion Amount to the extent necessary to cause the number of Conversion Shares issuable upon such Conversion to equal the same number of Conversion Shares as would have been issued had the Conversion Price (as defined herein)(representing a discount rate of 50%)not been subject to the minimum price set forth in this Section.

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60mean 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 4050%), subject to adjustment as described herein (. “Conversion Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxxxxx.Xxxxxx.xxx) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon If at any time while this Note is outstanding, an Event of DefaultDefault (as defined herein) occurs, including not having current financial information publicly disclosed, then an additional discount of fifteen percent (15%) shall be factored into the Conversion Price will be reduced to 50% multiplied by the Market Price until this Note is no longer outstanding (as defined herein)(representing resulting in a discount rate of 50%65% assuming no other adjustments are triggered hereunder). If at any time the Conversion Price as determined hereunder for any Conversion would be less than the par value of the Common Stock, then the Conversion Price hereunder shall equal such par value for such Conversion and the Conversion Amount for such Conversion shall be increased to include Additional Principal where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of Conversion Shares issuable upon such Conversion to equal the same number of Conversion Shares as would have been issued had the Conversion Price not been subject to the minimum price set forth in Section 4(b).

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder Conversion Price shall be 60% equal to the greater of (A) eight-tenths (0.8) multiplied by the Market Price (as defined herein)(representing herein) (representing a discount rate of 4020%), subject to adjustment as described herein ) for the fifteen (15) consecutive trading days ending on the Conversion Date and (B) ten ($0.10) cents. “Conversion Price”). Market Price” means the lowest one (1) Trading Prices Price (as defined below) for the Common Stock during for the twenty fifteen (2015) Trading Day period ending on the last latest complete Trading Day prior to the Conversion Date. “Trading PricesPrice” means, for any security as of any date, the lowest traded closing trading price or if there is no reported closing trading price, the average of the closing bid and asked prices on the Over-the Counter Pink Marketplace, OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTCQBOTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder Company (i.e. wxx.Xxxxxx.xxxBloomberg) or, if the OTCQB OTC is not the principal trading market for such security, the closing trading price or if there is no reported closing trading price, the average of the closing bid and asked prices of such security on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading no closing bid and asked price of such security is not available in any of the foregoing manners, the lowest intraday price average of the closing bid and asked prices of any market makers for such security that are quoted on listed in the OTC Markets“pink sheets”. If the Trading Prices Price cannot be calculated for such security on such date in the manner provided above, the Trading Prices Price shall be the fair market value as mutually determined by the Borrower Company and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such NotesHolder. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQBOTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%).

Conversion Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein (“Conversion Price”). Market Price” means shall be equal to sixty-five percent (65%) of the lowest one (1) Trading Prices Price (as defined below) for the Petrogress Common Stock during the twenty ten (2010) Trading Day (as defined below) period ending on the last latest complete Trading Day prior to the Conversion Date. “Trading PricesPrice” means, for any security as of any date, means the lowest traded closing bid price on the Over-the Counter Pink MarketplaceOTC Pink, OTCQB, OTCQB or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxx) or, if the OTCQB OTC Pink is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading no closing bid price of such security is not available in any of the foregoing manners, the lowest intraday price average of the closing bid prices of any market makers for such security that are quoted on listed in the OTC Markets. “pink sheets” by the National Quotation Bureau, Inc. If the Trading Prices Price cannot be calculated for such security on such date in the manner provided above, the Trading Prices Price shall be the fair market value as mutually determined by the Borrower Petrogress and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are required in order to determine the Conversion Price of such NotesSeller. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQBOTC Pink, OTCQB or on the principal securities exchange or other securities applicable trading market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the The Conversion Price will shall be reduced to 50% multiplied equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Market Price (as defined herein)(representing a discount rate of 50%)Petrogress.

Conversion Price. For purposes of this Note, the "Conversion Price" shall equal the Variable Conversion Price. Variable Conversion Price (as defined herein) (subject to equitable adjustments as set forth herein). The conversion price for the principal and interest in connection with voluntary conversions by the Holder "Variable Conversion Price" shall be 60mean 50% multiplied by the Market Price (as defined herein)(representing herein) representing a discount rate of 4050%), subject to adjustment as described herein (“Conversion Price”). "Market Price” " means the average of the lowest one three (13) Trading Prices (as defined below) for the Common Stock common stock during the twenty (20) Trading Day 10 trading day period ending on the last complete one Trading Day prior to the Conversion Datedate the conversion notice is sent by the holder. “"Trading Prices” means, for any security as of any date, Price" means the lowest traded closing bid price on the Over-Over the Counter Pink Marketplace, OTCQBBulletin Board, or applicable trading market (the “OTCQB”"OTCBB") as reported by a reliable reporting service (“Reporting Service”) and hereafter designated by the Holder (i.e. wxx.Xxxxxx.xxx) orHolder, or if the OTCQB OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading no closing bid price of such security is not available in any of the foregoing manners, the lowest intraday price average of the closing bid prices of any market makers maker for such security that are quoted on listed in the OTC Markets. "pink sheets" by the National Quotation Bureau, Inc. If the Trading Prices Price cannot be calculated for such security on such date in the manner provided above, the Trading Prices Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest Holder of the Notes Note being converted for which the calculation of the Trading Prices are Price is required in order to determine the Conversion Price conversion price of such Notesthis note. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the Conversion Price will be reduced to 50% multiplied by the Market Price (as defined herein)(representing a discount rate of 50%).

Conversion Price. The For the period beginning on the issue date of the Note and ending one hundred eighty (180) days thereafter (the “Initial Conversion Period”), the conversion price for shall equal the principal and interest Fixed Conversion Price; and, at any time following the Initial Conversion Period, the conversion price shall equal the Variable Conversion Price (as defined herein) (subject in connection with voluntary conversions each case to equitable adjustments by the Holder Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall be 60mean 65% multiplied by the Market Price (as defined herein)(representing herein) (representing a discount rate of 4035%), subject to adjustment as described herein (. “Conversion Price”). Market Price” means the average of the two (2) lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty fifteen (2015) Trading Day period ending on the last latest complete Trading Day prior to the Conversion Date. “Trading PricesPrice” means, for any security as of any date, the lowest traded closing bid price on the Over-the Counter Pink Marketplace, OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTCQBOTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. wxx.Xxxxxx.xxxBloomberg) or, if the OTCQB OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading no closing bid price of such security is not available in any of the foregoing manners, the lowest intraday price average of the closing bid prices of any market makers for such security that are quoted on listed in the OTC Markets“pink sheets”. If the Trading Prices Price cannot be calculated for such security on such date in the manner provided above, the Trading Prices Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Prices are Price is required in order to determine the Variable Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQBOTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon any Event of Default, including not having current financial information publicly disclosed, the The “Fixed Conversion Price will Price” shall be reduced to 50% multiplied by the Market Price Nine Cents (as defined herein)(representing a discount rate of 50%)$0.09) per share.