Common use of Calculation of Conversion Price Clause in Contracts

Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall be equal to $0.10 (the “Fixed Conversion Price”), provided, further, that upon any event of default (as defined herein) after the Issue Date which remains uncured for a period of five (5) calendar days, the Conversion Price shall equal the lower of (i) the Fixed Conversion Price; (ii) discount to market based upon subsequent financings with other investors; or (iii) seventy five percent (75%) multiplied by the lowest closing price of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the date of the respective conversion (the “Alternate Conversion Price”); To the extent the Conversion Price is below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase. 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 at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may 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 adjusted by the Holder to the par value price.