Entry into a Material Definitive Agreement.
On April 28, 2017, we entered into an exchange
agreement (the “Exchange Agreement”) with Nasrat Hakim, our Chief Executive Officer, pursuant to which we issued to
Mr. Hakim 23.0344 shares of our newly designated Series J Convertible Preferred Stock (“Series J Preferred”) and Warrants
to purchase an aggregate of 79,008,661 shares of our Common Stock (the “Warrants” and, along with the Series J Preferred
issued to Mr. Hakim, the “Securities”) in exchange for 158,017,321 shares of our common stock owned by Mr. Hakim.
The exchange was conducted pursuant to the
exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
Series J Preferred
Each share of Series J Preferred has a stated
value of $1,000,000 (the “Stated Value”). Commencing on the earlier of three years from the date of issuance of the
Series J Preferred or the date that Shareholder Approval of an increase in authorized shares is obtained and the requisite corporate
action has been effected, each share of Series J Preferred is convertible into shares of Company Common Stock at a rate calculated
by dividing the Stated Value by $0.1521 (the “Conversion Price”) (prior to any adjustment, 6,574,622 shares of Common
Stock per whole share of Series J Preferred). At present, there is not a sufficient number of authorized but unissued or unreserved
shares of Common Stock to permit full conversion of the Securities (the “Authorized Share Deficiency”). Accordingly,
the Series J Preferred will not be convertible to the extent that there are not a sufficient number of shares available for issuance
upon conversion unless and until Shareholder Approval has been obtained and the requisite corporate action has been effected. Subject
to certain exceptions, the Conversion Price is subject to adjustment for any issuances or deemed issuances of common stock or common
stock equivalents at an effective price below the then Conversion Price. The Conversion price also is adjustable upon the happening
of certain customary events such as stock dividends and splits, pro rata distributions and fundamental transactions.
Holders of Series J Preferred vote, along
with the holders of Common Stock, on any matter presented to the shareholders. Each holder of Series J Preferred is entitled to
cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series J Preferred held by
such holder are convertible regardless of whether an Authorized Share Deficiency Exists.
The Series J Preferred ranks senior to the Common Stock with
respect to the payment of dividends. So long as any shares of Series J Preferred remain outstanding, the Company cannot declare,
pay or set aside any dividends on shares of any other of its capital stock, unless the holders receive, a dividend on each outstanding
share of Series J Preferred in an amount equal to the dividend the holders would have been entitled to receive upon conversion,
in full, of the shares of Series J Preferred regardless of whether an Authorized Share Deficiency Exists. In addition, solely during
any period commencing four years after the issuance of the Series J Preferred, provided that the Authorized Share Deficiency still
exists, until such time as the Authorized Share Deficiency no longer exists, holders of the Series J Preferred are entitled to
receive dividends at the rate per share (as a percentage of the Stated Value per share) of 20% per annum, payable quarterly.
Upon liquidation, dissolution or winding
up of the Company, holders of Series J Preferred are entitled to receive for each share of Series J Preferred Stock, pari passu
and pro rata with the holders of Common Stock, out of the Company’s assets, an amount equal to the amount distributable with
regard to the number of whole shares of Common Stock into which the shares of Series J Preferred held by the holders are convertible
as of the date of the Liquidation regardless of whether an Authorized Share Deficiency exists.
The Warrants are exercisable for a period
of 10 years from the date of issuance, commencing on the earlier of (i) the date that Shareholder Approval is obtained and the
requisite corporate action has been effected; or (ii) April 28, 2020. The initial exercise price is $0.1521 per share and the Warrants
can be exercised for cash or on a cashless basis. The exercise price is subject to adjustment for any issuances or deemed issuances
of common stock or common stock equivalents at an effective price below the then exercise price. The Warrants provide for other
standard adjustments upon the happening of certain customary events. The Warrants are not exercisable during any period when an
Authorized Share Deficiency exists and will expire on the expiry date, without regards to the existence of an Authorized Shares