$393,268 (collectively the "Debt Securities") that the Institutional Investor acquired from TCA Global Credit Master Fund L.P. ("TCA").
Pursuant to the Agreement and subject to its terms and conditions, the Institutional Investor has agreed to exchange the Debt Securities for shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 144(d)(3)(ii) of the Securities Act, as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act. The number of Common Stock shares issuable to the Institutional Investor upon exchange of the Debt Securities shall be determined by dividing the "Exchange Amount" (as defined in the Agreement) by the "Exchange Price" (as defined in the Agreement). The Institutional Investor shall receive 30,303,030 shares in exchange for the initial Exchange Amount of Debt Securities exchanged by the Institutional Investor pursuant to the Agreement and shall exchange the remaining Debt Securities at its sole option from time to time.
