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. w▇▇.▇▇▇▇▇▇.▇▇▇) 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. w▇▇.▇▇▇▇▇▇.▇▇▇) 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. w▇▇▇.▇▇▇▇▇▇.▇▇▇) 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. w▇▇.▇▇▇▇▇▇.▇▇▇) 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 term “Conversion Price” shall mean the principal and interest in connection with voluntary conversions by Variable Conversion Price (as defined herein) (subject to adjustments as set forth herein). The “Variable Conversion Price” shall mean the Holder shall be 60% Applicable Percentage (as defined herein) 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” means the lowest one (1) average of the average Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day (as defined below) period ending on the last complete one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Company via facsimile (the “Conversion Date”). “Trading PricesPrice” 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 “OTCQBOTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to and hereafter designated by holders of a majority the Holder (i.e. w▇▇.▇▇▇▇▇▇.▇▇▇) Notes and the Company or, if the OTCQB OTCBB is not the principal trading market for such securityshares of Common Stock, 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 Company and the holders of a majority in interest of the shares of 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 traded 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“Applicable Percentage” shall mean 80.0%).

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. w▇▇.▇▇▇▇▇▇.▇▇▇) 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 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. w▇▇.▇▇▇▇▇▇.▇▇▇Bloomberg) 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. w▇▇.▇▇▇▇▇▇.▇▇▇) 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. 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. w▇▇.▇▇▇▇▇▇.▇▇▇) 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 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. w▇▇.▇▇▇▇▇▇.▇▇▇Bloomberg) 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. 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 53% multiplied by the Market Price (as defined herein)(representing herein) representing a discount rate of 4047%), 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 20 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” Price" means, for any security as of any date, the lowest traded closing bid price on the Over-the the-Counter Pink Marketplace, OTCQBBulletin Board, or applicable trading market (the “OTCQBOTCBB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. w▇▇.▇▇▇▇▇▇.▇▇▇Bloomberg) or, if the OTCQB OTCBB is not the principal principle 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 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 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%).

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. w▇▇.▇▇▇▇▇▇.▇▇▇) 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 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”equitable adjustments for stock splits stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, and similar events). “Market Price” means the lowest one (1) Trading Prices Price (as defined below) for the Common Stock 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, or applicable exchange or trading market (the “OTCQBTrading Market”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. w▇▇.▇▇▇▇▇▇.▇▇▇Bloomberg) or, if the OTCQB Trading Market 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 OTCQBTrading Market, 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%).