| Summary of Terms of Series D Preferred Stock |
| Stated Value |
|
$1,000 per share, subject to increase for (a) any capitalized dividends and (b) on June 30, 2020 (and each six month anniversary thereafter), the Stated Value shall increase by 5%. |
| |
|
|
| Dividends: |
|
The Series D Preferred Stock shall participate with any dividends paid to the holders of Common Stock. In addition, from now until June 30, 2020, shall accrue dividends at a rate of 8% per annum and from June 30, 2020 and thereafter, at 12% per annum, which shall capitalize to the stated value of the Series D Preferred Stock on a monthly basis. Upon the occurrence of certain triggering events, the Series D Preferred Stock shall accrue additional dividends at a default rate set forth in the definitive documentation. |
| |
|
|
| Conversion Price: |
|
The Investor may elect to convert the Series D Preferred Stock into shares of Common Stock at a conversion price (the “Conversion Price”) equal to $1.00 per share. The Conversion Price of the Series D Preferred Stock shall be subject to customary adjustments for stock splits, dividends, recapitalizations and similar events. The Series D Preferred Stock shall be alternatively convertible at the Alternate Conversion Price (as defined in our previously outstanding notes (the “Existing Notes”). |
| |
|
|
| Voting Rights |
|
Series D Preferred Stock vote together on all
matters as a class, with the approval of a majority of the Series D Preferred Stock required to amend or waive any term or condition
of the Series D Preferred Stock. Series D Preferred Stock shall vote on an as-converted basis with the holders of Common Stock
on all matters (subject to applicable ownership blockers, including not exceeding 19.9% in any event).
|
| Company Exchange Right |
|
The Company shall have the right to exchange
the Series D Preferred Stock, at its option back into senior secured convertible notes in the form of the Existing Notes, at any
time, with such New Exchange Notes having an initial outstanding amount equal to the stated value, accrued and unpaid dividends
and any other amounts outstanding with respect to such Series D Preferred Stock subject to such exchange.
|
| Limitations on Beneficial Ownership: |
|
Notwithstanding anything herein to the contrary,
no Preferred Stock of any Investor shall be issued or shall be convertible if after such conversion such Investor would beneficially
own more than 4.99% of the shares of Common Stock then outstanding (as defined under Section 13(d) of the Securities Act of 1933,
as amended).
|
| Exchange Cap |
|
The Series D Preferred Stock shall share the Exchange Cap of the August 19, 2019 Series A Note and Series B Note and, to the extent the Existing Notes have been converted into 19.9% of the Common Stock, shall not be convertible until such time as stockholder approval has been obtained and/or additional shares of Common Stock are eligible to be converted thereunder in compliance with the rules and regulations of the Principal Market. |
|