Common use of Calculated Conversion Price; Alternative Conversion Price Clause in Contracts

Calculated Conversion Price; Alternative Conversion Price. The conversion price of this Note is ninety percent (90%) per share of the “Market Price.” For purposes of this Note, Market Price shall mean the lowest per-share at which a public trade for the Company’s Common Stock occurred during the twenty (20)-Trading Day period before the conversion (each, a “Calculated Conversion Price”). In the event that, within thirty (30) calendar days either before or after any conversion, the conversion price of which is based upon a Calculated Conversion Price, the Company consummates (in whole or in part) any financing (whether such financing is equity, equity-equivalent, or debt or any combination thereof and whether any portion of such financing is a derivative security) or for any other reason issues any shares of its Common Stock or any Common Stock Equivalents at a price less than the such most recent Calculated Conversion Price (the “Alternative Conversion Price”), regardless of when that note or instrument was originated, then, in respect of such conversion and at the option of the Holder, (i) if the conversion shall not then have yet occurred, then the Alternative Conversion Price shall be substituted for the Calculated Conversion Price and (ii) if the conversion shall already have occurred, then, within two Trading Days following the written request from the Holder therefor, the Company shall issue to the Holder that number of shares of Common Stock equivalent to the difference between the number of shares of Common Stock that had been issued using the Calculated Conversion Price and the number of shares of Common Stock that would have been issued using the Alternative Conversion Price.

Calculated Conversion Price; Alternative Conversion Price. The Subject to the Alternative Conversion Price modality, below, the conversion price of this Note is ninety one hundred two percent (90102%) per share of the “Market Price.” For purposes of this Note, Market Price shall mean the lowest per-share at which a public trade for the Company’s Common Stock occurred trading price during the twenty (20)-Trading Day Day-period before the conversion (each, a “Calculated Conversion Price”). In the event that, within thirty ninety (3090) calendar days either before or after any conversion, the conversion price of which is based upon a Calculated Conversion Price, the Company consummates (in whole or in part) any financing (whether such financing is equity, equity-equivalent, or debt or any combination thereof and whether any portion of such financing is a derivative security) or for any other reason issues any shares of its Common Stock or any Common Stock Equivalents at a price less than the such most recent Calculated Conversion Price (the “Alternative Conversion Price”), regardless of when that note or instrument was originated, then, in respect of such conversion and at the option of the Holder, (i) if the conversion shall not then have yet occurred, then the Alternative Conversion Price shall be substituted for the Calculated Conversion Price and (ii) if the conversion shall already have occurred, then, within two Trading Days following the written request from the Holder therefor, the Company shall issue to the Holder that number of shares of Common Stock equivalent to the difference between the number of shares of Common Stock that had been issued using the Calculated Conversion Price and the number of shares of Common Stock that would have been issued using the Alternative Conversion Price. The Holder shall be entitled to deduct Two Thousand and 00/100ths Dollars ($2,000.00) from the conversion amount in each Notice of Conversion to cover the Holder’s brokerage account deposit fees associated with each Notice of Conversion. Any additional expenses incurred by the Holder with respect to the Company’s transfer agent for the issuance of the Common Stock into which this Note is convertible shall immediately and automatically be added to the balance of the Note at such time as the expenses are incurred by the Holder.

Calculated Conversion Price; Alternative Conversion Price. The conversion price of this Note is ninety percent (90%) per share of the “Market Price.” For purposes of this Note, Market Price shall mean the lowest per-share at which a public trade for the Company’s Common Stock occurred VWAP during the twenty ten (20)-Trading 10)-Trading Day period before the conversion (each, a “Calculated Conversion Price”). In the event that, within thirty (30) 30 calendar days either before or after any conversion, the conversion price of which is based upon a Calculated Conversion Price, the Company consummates (in whole or in part) any financing (whether such financing is equity, equity-equivalent, or debt or any combination thereof and whether any portion of such financing is a derivative security) or for any other reason issues any shares of its Common Stock or any Common Stock Equivalents at a price less than the such most recent Calculated Conversion Price (the “Alternative Conversion Price”), regardless of when that note or instrument was originated, then, in respect of such conversion and at the option of the Holder, (i) if the conversion shall not then have yet occurred, then the Alternative Conversion Price shall be substituted for the Calculated Conversion Price and (ii) if the conversion shall already have occurred, then, within two Trading Days following the written request from the Holder therefor, the Company shall issue to the Holder that number of shares of Common Stock equivalent to the difference between the number of shares of Common Stock that had been issued using the Calculated Conversion Price and the number of shares of Common Stock that would have been issued using the Alternative Conversion Price.