Common use of Conversion Price Clause in Contracts

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Xxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60% of the lowest traded price of the Common Stock daily VWAP in the twenty fifteen (2015) Trading Days trading days prior to May 19, 2015 (the “Fixed Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Xxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Notwithstanding anything to the contrary contained herein, in the event of any partial conversion, such partial conversion shall be made in increments of at least $250,000.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60% of the lowest traded price of the Common Stock daily VWAP in the twenty fifteen (2015) Trading Days trading days prior to May 18, 2015 (the “Fixed Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHolder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Notwithstanding anything to the contrary contained herein, in the event of any partial conversion, such partial conversion shall be made in increments of at least $250,000.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60% of the average of the three (3) lowest traded price prices of the Common Stock in the twenty fifteen (2015) Trading Days prior to the Conversion DateDate (the “Fixed Conversion Price”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60% of the lowest traded price of the Common Stock daily VWAP in the twenty fifteen (2015) Trading Days trading days prior to the Original Issue Date (the “Fixed Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHolder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Notwithstanding anything to the contrary contained herein, in the event of any partial conversion, such partial conversion shall be made in increments of at least $250,000.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6070% of the lowest traded price of the Common Stock in the twenty prior thirty (2030) Trading Days prior trading days, subject to adjustment herein (the “Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60(x) $0.20 (the “Fixed Conversion Price”), or (y) upon the occurrence and during the continuation of any Event of Default, if lower, 75% of the average of two lowest traded price of the Common Stock in VWAPs for the twenty (20) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Conversion Date. Notwithstanding anything herein to Date (the contrary, at any time after the occurrence of any Event of “Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Conversion Price”) (the resulting pricing being referred to herein as the “Conversion Price”). All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The fixed conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60% $0.15, subject to adjustment herein (the “Conversion Price”), provided that, in the event the Company fails to make any Optional Amortization Payment pursuant to Section 2(d), the Holder thereafter may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of the lowest traded price of the this Debenture into Common Stock in at the twenty (20) Trading Days prior to the Amortization Conversion DateRate. Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note Debenture into Common Stock at the Alternative Default Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The fixed conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6090% of the lowest traded price 20 day VWAP of the Company Common Stock in the twenty (20) Trading Days prior to February 5th, 2014, the First Closing Date, subject to adjustment herein (the “Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Xxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6064% of the lowest traded price of the Common Stock VWAP in the twenty five (205) Trading Days prior to the Closing Date (the “Fixed Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6080% of the lowest traded price of the Common Stock VWAP in the twenty (20) Trading Days prior to the Closing Date (the “Fixed Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence and during the continuance of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60% of the lowest traded closing price of the Common Stock in on September 8, 2015 (the twenty (20) Trading Days prior to the “Fixed Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default until this Note is no longer outstanding, the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6065% of the lowest traded price of the Common Stock in for the twenty (20) Trading Days prior to such Conversion Date subject to adjustment herein (the Conversion Date. Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative “Conversion Price”). All such foregoing determinations The Conversion Price will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Debenture into Common Stock at the Default Conversion Price. Nothing herein shall limit a Xxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6055% of the lowest traded price of during the Common Stock in the twenty (20) 25 Trading Days Day-period immediately prior to the applicable Conversion Date, subject to adjustment herein (the “Conversion Price”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Xxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60% of the lowest traded closing price of the Common Stock in on June 30, 2016 (the twenty (20) Trading Days prior to the “Fixed Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default until this Note is no longer outstanding, the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price Conversion Price of this Debenture (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60(i) 85% of the lowest traded volume-weighted average price of the Common Stock in for the twenty (20) thirty Trading Days prior to the date the Notice of Conversion Date. Notwithstanding anything herein to is provided or (ii) 85% of the contraryper share price of the Company’s next common stock offering on or before the maturity of this Debenture for aggregate sale proceeds of not less than $2 million, at any time after in the occurrence of any Event of Default event the Holder may require converts upon the Company to, at closing of such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Conversion Priceoffering. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Xxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60% of $0.50, subject to adjustment herein (the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the “Conversion DatePrice”). Notwithstanding anything herein to the contrary, (x) in connection with any automatic conversion pursuant to Section 4(a)(i) above, the Conversion Price shall be the Uplist Conversion Price (including, for the avoidance of doubt, as consideration for any such conversion, any additional warrants or other Common Stock Equivalents on similar terms to those issued in the Uplist Offering), and (y) at any time after the occurrence and during the continuance of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Xxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60% of the lowest traded price of the Common Stock in the twenty prior thirty (2030) Trading Days prior trading days, subject to adjustment herein (the “Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6065% of the lowest traded price of the Common Stock in for the twenty (20) Trading Days prior to such Conversion Date subject to adjustment herein (the Conversion Date. Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative “Conversion Price”). All such foregoing determinations The Conversion Price will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Debenture into Common Stock at the Default Conversion Price. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60% of the lowest traded price of ten (10) day average VWAP immediately preceding the Common Stock in Original Issue Date (the twenty (20) Trading Days prior to the “Fixed Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence and during the continuance of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6070% of the lowest traded price of the Common Stock in the twenty prior thirty (2030) Trading Days prior trading days, subject to adjustment herein (the “Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Xxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6062.5% of the lowest traded closing bid price of the Common Stock in the twenty (20) Trading Days prior to the Conversion DateDate (the “Conversion Price”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Default Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Xxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6075% of the lowest traded price daily VWAP of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date, subject to adjustment herein (the "Conversion Price"). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s 's option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Xxxxxx’s 's right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6055% of the lowest traded trading price of the Common Stock in for the twenty (20) 30 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Conversion DateDate (the “Fixed Conversion Price”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default until this Note is no longer outstanding, the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6050% of the lowest traded price of the Common Stock in for the twenty (20) Trading Days prior to such Conversion Date subject to adjustment herein (the Conversion Date. Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative “Conversion Price”). All such foregoing determinations The Conversion Price will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Debenture into Common Stock at the Default Conversion Price. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6055% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion DateDate (the “Fixed Conversion Price”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60the greater of (i) $0.10 per share (the “Floor Price”), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) the lesser of a 5% premium to the Company’s VWAP during the ten trading days (the “10-Day VWAP”) immediately prior to (A) the closing of the lowest traded price Agreement or (B) the date of the conversion into shares of Common Stock in (the twenty (20) Trading Days prior to the Conversion Date. Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative “Conversion Price”). All such foregoing determinations will determinations, other than the Floor Price, to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period, as more fully set forth in Section 5 hereof. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 7 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60(x) $3.00 (the “Fixed Conversion Price”), or (y) upon the occurrence and during the continuation of any Event of Default, if lower, 75% of the lowest traded price average of the Common Stock in two lowest VWAPs for the twenty (20) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Conversion Date. Notwithstanding anything herein to Date (the contrary, at any time after the occurrence of any Event of “Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Conversion Price”) (the resulting pricing being referred to herein as the “Conversion Price”). All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 60the lower of (i) one dollar ($1.00), and (ii) a 25% discount to the price at which the Company next issues Common Stock or Common Stock Equivalents after the date of this Note (the “Conversion Price”). Notwithstanding any other provision of this Section 4(b), in the event that any principal amount of the lowest traded price Note remains outstanding after the Maturity Date, the Conversion Price shall be sixty five percent (65%) of the Common Stock in average of the twenty three lowest daily VWAPS during the fifteen (2015) Trading Days days prior to the Conversion Maturity Date. Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Conversion Price. All such foregoing determinations will to be appropriately adjusted for any stock dividend, stock split, ,stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Conversion Price. The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal to 6094% of the lowest traded price average of the Common Stock in daily VWAP during the twenty ten (2010) Trading Days prior to the Original Issue Date (the “Fixed Conversion DatePrice”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Alternate Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a XxxxxxHxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.