The principal amount and accrued interest on the A&R Convertible Debentures issued to 112359 Factor Fund, LLC (“Factor Fund”), are convertible by the holder into common stock at a conversion rate equal to 100% of the average of the five (5) lowest closing market prices for the common stock for the sixty (60) Trading Days preceding conversion. The A&R Convertible Debentures accrue interest at 8% per annum and are due at various times through August 4, 2016. The Company may prepay the A&R Debentures at any time, but must issue, as a prepayment penalty, common stock with a market value equal to 5% of the principal amount prepaid. At a conversion rate of $0.0001 on February 17, 2015, the A&R Convertible Debentures could be converted into 9,773,880,000 common shares.
