Convertible Notes | Note 9 Convertible Notes Convertible notes consisted of the following: Successor Predecessor May 31, 2015 August 31, 2014 Convertible notes - Typenex Co. (E) $ 124,622 $ - Convertible notes - JSJ Investments (F) 48,831 - Convertible notes - EMA Financial (H) 125,000 - Convertible notes - Old Main Capital (I) 256,250 - Convertible notes - TCA (J) 2,544,500 - Less: note discounts (2,461,926 ) - Convertible notes, net of discounts 637,277 - Less: current portion (637,277 ) - Convertible notes, net of discounts - non-current $ - $ - (A) Panache Capital, LLC The Panache Notes were issued during the period from March 5, 2012 to April 26, 2012. The Panache Notes bear interest at 15%. The Panache Notes are convertible at the option of the holder, in their entirety or in part, into common stock of the Company. The conversion price is based on a 49% discount to the average of the three lowest closing bid prices for the Companys common stock during the ten trading days immediately preceding a conversion date. The Panache Notes include an anti-dilution provision that allows for the automatic reset of the conversion or exercise price upon any future sale of common stock instruments at or below the current exercise price. The Company considered the current FASB guidance of Determining Whether an Instrument Indexed to an Entitys Own Stock The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 120,217 $ - $ 120,217 Conversions 51,986,137 $ 0.002 (103,550 ) - (103,550 ) Repayments (16,667 ) - (16,667 ) Balance - May 31, 2015 $ - $ - $ - The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ 206,771 Change in the fair value of derivative liabilities 182,480 Reclassification to APIC due to conversion of related notes (351,081 ) Gain on settlement of derivative liabilitiy due to repayment of related notes (38,170 ) Derivative liabilities as of May 31, 2015 - Successor $ - (B) Adar Bays, LLC On May 12, 2014, the Company issued an unsecured convertible promissory note to Adar Bays, LLC (an accredited investor) in the principal amount of $55,125. The note was issued at a discount of 5%, in exchange for $52,500 cash consideration and bears interest at 8% per annum. The note matured on May 13, 2015. The note became convertible 180 days from the issuance date. The conversion price was based on a 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 55,125 $ (1,467 ) $ 53,658 Discounts originated - (55,125 ) (55,125 ) Conversions 4,013,559 $ 0.014 (55,125 ) - (55,125 ) Amortization - 56,592 56,592 Balance - May 31, 2015 $ - $ - $ - Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 55,125 Change in the fair value of derivative liabilities 31,864 Reclassification to APIC due to conversion of related notes (86,989 ) Derivative liabilities as of May 31, 2015 - Successor $ - On June 16, 2014, the Company issued an unsecured convertible promissory note to Adar Bays, LLC in the principal amount of $50,000. The note bears interest at 8% per annum. The note matures on June 15, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder is entitled to convert any portion of the outstanding and unpaid amount into fully paid and non-assessable shares of common stock. The conversion price will be based on a 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ 50,000 $ - $ 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 17,258,513 $ 0.003 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 50,000 Change in the fair value of derivative liabilities 49,798 Reclassification to APIC due to conversion of related notes (99,798 ) Derivative liabilities as of May 31, 2015 - Successor $ - (C) LG Capital Fund On May 12, 2014, the Company issued an unsecured convertible promissory note to LG Capital Fund (an accredited investor) in the principal amount of $55,125. The note was issued at a discount of 5%, in exchange for $52,500 cash consideration and bears interest at 8% per annum. The note matured on May 13, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder is entitled to convert any portion of the outstanding and unpaid amount into fully paid and non-assessable shares of common stock. The conversion price will be based on a 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 55,125 $ (1,467 ) $ 53,658 Discounts originated - (55,125 ) (55,125 ) Conversions 10,407,194 $ 0.005 (55,125 ) - (55,125 ) Amortization - 56,592 56,592 Balance - May 31, 2015 $ - $ - $ - Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 55,125 Change in the fair value of derivative liabilities 59,544 Reclassification to APIC due to conversion of related notes (114,669 ) Derivative liabilities as of May 31, 2015 - Successor $ - (D) Union Capital On June 16, 2014, the Company issued an unsecured convertible promissory note to Union Capital (an accredited investor) in the principal amount of $55,219. The note bears interest at 8% per annum. The note matures on June 15, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder is entitled to convert any portion of the outstanding and unpaid amount into fully paid and non-assessable shares of common stock. The conversion price will be based on a 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. Under ASC 815-15 - Derivatives and Hedging In connection with preparing its financial statements for the three months ended February 28, 2015, the Company discovered an error related to an understatement of its convertible notes. During the year ended August 31, 2014, the Company overstated its convertible debt and understated its additional paid-in capital by $54,219. The Company corrected this error during the period from October 21, 2014 to May 31, 2015, rather than in the period in which it originated, because the amount of the error, individually and in the aggregate, was not material to the Companys financial statements for the affected periods. The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ 54,219 $ - $ 54,219 Reclassification to APIC (54,219 ) - (54,219 ) Balance - May 31, 2015 $ - $ - $ - On June 16, 2014, the Company issued a second unsecured convertible promissory note to Union Capital in the principal amount of $50,000. The note bears interest at 8% per annum. The note matures on June 16, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder is entitled to convert any portion of the outstanding and unpaid amount into fully paid and non-assessable shares of common stock. The conversion price will be based on a 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. Pursuant to the terms of the note, the Company initially reserved 8,000,000 shares of its common stock for conversions under this note (the Share Reserve). The Share Reserve is to be replenished as needed. Union Capital will initially submit a conversion notice/request for a tranche of shares to be issued with an agreed to conversion price equal to $1000 (an Initial Tranche Request). The shares that are the subject to the Initial Tranche Request may be subsequently reconverted and repriced as follows: (i) Union Capital shall immediately reduce the outstanding balance of the Note by $1,000 and simultaneously send to the Company a live or repriced conversion notice for the $1,000 priced using the conversion formula set forth above (ii) As the balance of the shares in the Initial Tranche Request are converted via the delivery of the live or repriced conversion notice, the balance of the note shall be reduced using the repriced conversion value. Upon full conversion of this note, any shares remaining in the share reserve shall be cancelled. As of May 31, 2015, there were no shares remaining in the Share Reserve. The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ 50,000 $ - $ 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 15,696,678 $ 0.003 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 50,000 Change in the fair value of derivative liabilities 31,163 Reclassification to APIC due to conversion of related notes (81,163 ) Derivative liabilities as of May 31, 2015 - Successor $ - On February 17, 2015, the Company issued a third unsecured convertible promissory note to Union Capital in the principal amount of $50,000. The note bears interest at 8% per annum. The note matures on June 16, 2015. From the date of issuance until the maturity date, the note holder is entitled to convert any portion of the outstanding and unpaid amount into fully paid and non-assessable shares of common stock. The conversion price will be based on a 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. The Company received net proceeds from the note of $47,500 after the payment of $2,500 in legal fees. These legal fees were recorded as a debt discount. Pursuant to the terms of the note, the Company initially reserved 8,000,000 shares of its common stock for conversions under this note (the Share Reserve). The Share Reserve is to be replenished as needed. Union Capital will initially submit a conversion notice/request for a tranche of shares to be issued with an agreed to conversion price equal to $1000 (an Initial Tranche Request). The shares that are the subject to the Initial Tranche Request may be subsequently reconverted and repriced as follows: (i) Union Capital shall immediately reduce the outstanding balance of the Note by $1,000 and simultaneously send to the Company a live or repriced conversion notice for the $1,000 priced using the conversion formula set forth above, and (ii) As the balance of the shares in the Initial Tranche Request are converted via the delivery of the live or repriced conversion notice, the balance of the note shall be reduced using the repriced conversion value. Upon full conversion of this note, any shares remaining in the share reserve shall be cancelled. As of May 31, 2015, there are no shares remaining in the share reserve. The following table presents the activity related to the notes: Shares Average Principal, Issued for Conversion Debt Net of Conversions Price Principal Discounts Discounts Balance - October 21, 2014 $ - $ - $ - Borrowed 50,000 - 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 56,303,322 $ 0.001 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 47,500 Change in the fair value of derivative liabilities 206,266 Reclassification to APIC due to conversion of related notes (253,766 ) Derivative liabilities as of May 31, 2015 - Successor $ - (E) Typenex Co. On July 1, 2014, the Company entered into a securities purchase agreement with Typenex Co-Investment, LLC, (Typenex) for the sale and issuance of a secured convertible promissory note in the principal amount of $535,000 (the Typenex Note) and warrants to purchase shares of the Companys common stock for an aggregate of $267,503 (the Typenex Warrants). The Typenex Note matures on September 30, 2015 and carried an Original Issue Discount (OID) of $30,000. In addition, the Company agreed to pay $5,000 to Typenex to cover Typenexs legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the Typenex Note. Interest is payable on the Typenex Note at 10% per annum. The Typenex Note is exercisable in seven (7) tranches (each, a Tranche), consisting of (i) an initial Tranche in an amount equal to $137,500 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note and the other transaction documents (Tranche #1), which was funded by way of a $125,000 initial cash payment to the Company on July 1, 2014, $7,500 of OID and $5,000 in transaction costs, and (ii) six (6) additional Tranches by way of a promissory note issued by Typenex in favor of the Company (each, an Investor Note) in the amount of $66,250, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note. The conversion price for each Tranche conversion into shares of the Companys common stock shall be the lesser of (i) the Lender Conversion Price of $.07, and (ii) 70% of the average of the three (3) lowest VWAPs (volume weighed average price) in the twenty (20) trading days immediately preceding the applicable conversion (the Market Price), provided that if at any time the average of the three (3) lowest VWAPs in the twenty (20) trading days immediately preceding any date of measurement is below $0.01, then in such event the then-current conversion factor shall be reduced by 5% for all future conversions (e.g., 70% to 65%). On the date that is twenty trading days (a True-Up Date) from each date the Company delivers installment conversion shares to Typenex, there shall be a true-up where OSLH shall deliver to Typenex additional shares (True-Up Shares) if the conversion price as of the True-Up Date is less than the conversion price used in the applicable initial Tranche conversion. The Company granted Typenex a security interest in those certain Tranches or Investor Notes issued by Typenex in favor of the Company on July 1, 2014, in the initial principal amounts of $62,500 each, and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof. The Investor Notes bear interest at the rate of 8% per annum and mature on September 30, 2015 (15 months after the date they are issued). The Company granted a security interest in the general assets of the Company to Typenex. In connection with the Typenex Note, the Company entered into a membership interest pledge agreement with Typenex (Typenex Membership Interest Pledge Agreement) whereby Typenex pledged its 40% membership interest in Typenex Medical, LLC to the Company to secure Typenexs performance of its obligations under two promissory notes, issued to the Company by Typenex, each in the principal amount of $62,500. Under and concurrently with the securities purchase agreement with Typenex, the Company also issued to Typenex warrants to purchase, in the aggregate, a number of shares equal to $267,503 divided by the Market Price as defined in the Typenex Note. The Typenex Warrants may also be exercised by cashless exercise. Neither the Typenex Note nor warrants are exercisable, however, if the number of shares to be issued to the holder upon such exercise, together with all other shares then owned by the holder and its affiliates, would result in the holder beneficially owning more than 4.99% of our outstanding common stock. This ownership limitation can be increased or decreased to any percentage not exceeding 9.99% by the holder upon 61 days notice to us. The conversion price under the Typenex Note and the exercise price of the Typenex Warrants are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. In addition, the conversion price and exercise price is subject to adjustment if we issue or sell shares of our common stock for a consideration per share less than the conversion or exercise price then in effect, or issue options, warrants or other securities convertible or exchange for shares of our common stock at a conversion or exercise price less than the conversion price under the Typenex Notes or exercise price of the Typenex Warrants then in effect. If any of these events should occur, the conversion or exercise price is reduced to the lowest price at which the Companys common stock was issued or is exercisable. In conjunction with the funding of Tranche #1 and #2 of the Typenex Note, the Company issued warrants to Typenex and recorded an initial discount on the note in the same amount. The following table presents the activity related to the notes: Shares Issued for Conversions Average Conversion Price Principal Debt Discounts Principal, Net of Discounts Balance - October 21, 2014 $ 203,750 $ (162,520 ) $ 41,230 Conversions 51,832,997 $ 0.002 (79,128 ) - (79,128 ) Amortization - 113,528 113,528 Balance - May 31, 2015 $ 124,622 $ (48,992 ) $ 75,630 Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the warrants and conversion feature derivative liabilities: Conversion Warrants Feature Total Derivative liabilities as of October 21, 2014 - Successor $ 100,313 $ 255,326 $ 355,639 Change in the fair value of derivative liabilities - 255,291 255,291 Reclassification to APIC due to conversion of related notes - (321,602 ) (321,602 ) Derivative liabilities as of May 31, 2015 - Successor $ 100,313 $ 189,015 $ 289,328 (F) JSJ Investments On September 3, 2014, the Company issued an unsecured convertible promissory note to an accredited investor in the principal amount of $100,000. The note bears interest at 12% per annum. The note matured on March 1, 2015. At any time or times from the issuance date of the note and until the maturity dates, the note holder is entitled to convert any portion of the outstanding and unpaid amount into fully paid and non-assessable shares of common stock. The conversion price will be based on a 45% discount to the lowest daily trading prices for the ten previous trading days to the date of conversion. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ 100,000 $ (72,268 ) $ 27,732 Conversions 61,651,357 $ 0.001 (51,169 ) - (51,169 ) Amortization - 72,268 72,268 Balance - May 31, 2015 $ 48,831 $ - $ 48,831 Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ 135,190 Change in the fair value of derivative liabilities 65,573 Reclassification to APIC due to conversion of related notes (121,523 ) Derivative liabilities as of May 31, 2015 - Successor $ 79,240 (G) Mulhearn Assigned Note In connection with preparing its financial statements for the three months ended February 28, 2015, the Company discovered an error related to an understatement of its convertible notes. During the year ended August 31, 2014, the Company understated its convertible debt and overstated its additional paid-in capital by $50,000. The Company corrected this error during the three months ended February 28, 2015 rather than in the period in which it originated, because the amount of the error, individually and in the aggregate, was not material to the Companys financial statements for the affected periods. On June 21, 2013, the Company issued an unsecured convertible promissory note to Kevin Mulhearn (Mulhearn Note) in the principal amount of $200,000, bearing 10% interest per annum. The note was due on December 21, 2013. The note was convertible, in its entirety or in part, into common stock of the Company. The conversion price was the average of the three trading days prior to conversion. On July 18, 2014, $50,000 of the note was assigned to Knightsbridge Law Co Ltd (Knightsbridge). On December 2, 2014, Knightsbridge assigned the note to Craig Fischer. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ - $ - $ - Reclassification from APIC 50,000 - 50,000 Discounts originated - (50,000 ) (50,000 ) Conversions 6,000,000 $ 0.008 (50,000 ) - (50,000 ) Amortization - 50,000 50,000 Balance - May 31, 2015 $ - $ - $ - The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Debt discounts originated during the period 50,000 Change in the fair value of derivative liabilities 39,681 Reclassification to APIC due to conversion of related notes (89,681 ) Derivative liabilities as of May 31, 2015 - Successor $ - (H) EMA Financial In December 2014, the Company had entered into a Securities Purchase Agreement with EMA Financial, LLC (EMA). Pursuant to the terms of the agreement, EMA had the right to convert certain shares that it purchased into a $125,000 promissory note. EMA elected to do so and an aggregate of 19,000,000 shares of common stock were cancelled. On March 16, 2015, the Company issued a 12% convertible promissory note (the Note) to EMA. The Note becomes due on June 30, 2015. The Note is convertible (in whole or in part) at EMAs discretion at any time into shares of the Companys common stock, at a conversion price equal to the lesser of: (i) $0.0075 per share; or (ii) 70% of the lowest trading price of the Companys common stock for the 20 days preceding the date of the conversion of the Note. Upon conversion an original issue of discount of $5,000 was recorded. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ - $ - $ - Conversions 125,000 - 125,000 Discounts originated - (125,000 ) (125,000 ) Amortization - 50,545 50,545 Balance - May 31, 2015 $ 125,000 $ (74,455 ) $ 50,545 Under ASC 815-15 - Derivatives and Hedging The following table presents the activity related to the conversion feature derivative liability: Derivative liabilities as of October 21, 2014 - Successor $ - Discounts originated 120,000 Change in the fair value of derivative liabilities 101,428 Derivative liabilities as of May 31, 2015 - Successor $ 221,428 (I) Old Main Capital On May 15, 2015, the Company completed the closing of a private placement financing transaction with an accredited investor, pursuant to a securities purchase agreement. Under the terms of the purchase agreement, the investor purchased an aggregate of $256,250 in principal amount of two 10% convertible notes (collectively the Notes) with substantially identical terms. The Notes were issued by the Company to the investor in two tranches on May 15, 2015 and May 22, 2015, in the amount of $153,750 and $102,500, respectively. The Notes have an aggregate original issue discount of $6,250, such that the Company received aggregate proceeds of $250,000 upon issuance of the Notes. The Notes mature 12 months after their issuance. Each Note is convertible into shares of the Companys common stock any time after four months from the date of issuance of each respective Note, at a conversion price that is equal to 60% of the average of the three lowest traded prices of the Companys common stock during the prior fifteen trading days. In the event of default of a Note, the Company may be required to convert all or part of the respective Note at a conversion price that is equal to 55% of the average of the three lowest traded prices of the Companys common stock during the prior twenty trading days. As of May 15, 2015 the notes are not convertible. Under the terms of the securities purchase agreement, the investor has a right of first refusal, exercisable for four business days after notice to the investor, to participate in any subsequent financing conducted by the Company in an amount equal to 100% of the total amount to be raised in such subsequent financing, on the same terms, conditions and price provided to other investors in the subsequent financing. The following table presents the activity related to the notes: Shares Average Issued for Conversion Debt Principal, Net Conversions Price Principal Discounts of Discounts Balance - October 21, 2014 $ - $ - $ - Borrowings 256,250 - 256,250 Discounts originated - (6,250 ) (6,250 ) Amortization - 226 226 Balance - May 31, 2015 $ 256,250 $ (6,024 ) $ 250,226 (J) TCA Debenture On October 20, 2014 (the TCA Effective Date), we borrowed an initial $1,900,000 from TCA Global Credit Master Fund, LP (TCA) and issued a senior secured convertible redeemable debenture to TCA in the original principal amount of $1,900,000 (the TCA Debenture) pursuant to the terms of a securities purchase agreement we entered into with TCA (the TCA SPA). We agreed to borrow up to maximum of $5,000,000 in one or more closings at TCAs sole discretion (each a Funding) under the TCA SPA. Our subsidiaries, Office Supply Line, Inc., OSL Diversity Marketplace, Inc., OSL Rewards Corporation, and Go Green Hydroponics Inc. (GGH) (collectively the Subsidiary Guarantors) signed the TCA SPA as joint and several guarantors. We issued $223,500 worth of our unregistered shares of common stock to TCA upon the TCA Effective Date, in exchange for advisory services previously provided to us, with the price per share valued at the lowest volume weighted average price for our common stock for the 5 business days immediately prior to the TCA Effective Date (the TCA Initial Shares). We agreed to issue additional shares of our unregistered common stock to TCA in the event that TCA does not realize $223,500 of net proceeds from the sale of the TCA Initial Shares. The amount of additional shares issued would only be the amount required for TCA to meet the $223,500 threshold upon their sale. If after twelve months, TCA has not realized net proceeds totaling $223,500 from the sale of the TCA Initial Shares, and the additional shares if applicable, then we agreed to redeem TCAs remaining shares upon written notice for an amount sufficient for TCA to reach the $223,500 threshold. Further, we agreed to pay a 2% transaction fee to TCA for each Funding, which will be subtracted from the principal amount of each respective Funding, as well as a one-time due diligence fee of $8,000 and legal fees of $15,000 to TCA. These fees were recorded as deferred financing fees in the amount of $70,005. The TCA SPA also contains additional covenants, representations, conditions precedent, and other provisions that are customary of securities purchase agreements. We used $1,800,000 from the proceeds of the TCA Debenture to finance our purchase of GGH. The TCA Debenture bears interest at the rate of 11% per annum, has a maturity date of October 20, 2015 (TCA Maturity Date), and was funded by TCA in cash on October 20, 2014. We may redeem the TCA Debenture at any time prior to the TCA Maturity Date, by giving written notice to TCA three business days beforehand, and by paying the entire outstanding amount plus related fees on the third business day. We agreed to make monthly payments of principal, interest, and a redemption premium in the amount of $11,400, subject to a 5% late charge if we do not pay within the 5 day grace period of each monthly payment. The interest rate under the TCA Debenture will increase to 18% per annum, and TCA may accelerate full repayment of the TCA Debenture upon the occurrence of an event of default. An event of default includes, but is not limited to: (i) our failure to pay any amount due under the TCA Debenture, (ii) an assignment by us for the benefit of our creditors, (iii) any court order appointing a receiver, liquidator, or trustee for us (subject to a 30 day cure period), (iv) any court order adjudicating us insolvent (subject to a 30 day cure period), (v) our filing of a bankruptcy petition, (vi) the filing of a bankruptcy petition against us (subject to a 30 day cure period), (vii) we admit we cannot pay our debts, or (vii) we breach the TCA Debenture or TCA SPA (each a TCA Event of Default). The TCA Debenture is convertible by TCA into shares of our common stock at any time while the TCA Debenture is outstanding, if agreed upon by us and TCA, or in TCAs sole discretion upon a TCA Event of Default. If a TCA Event of Default occurs, TCA may convert the TCA Debenture at the conversion price for each share of 85% multiplied by the lowest volume weighted average price for our common stock during the 5 trading days prior to the relevant notice of conversion (TCA Conversion Price). The TCA Conversion Price is subject to adjustment upon certain events, including but not limited to stock splits, dividends, the sale of all or substantially all of our assets, reclassification of our common stock, and our effectuation of a merger or consolidation. TCA does not have the right to convert the TCA Debenture into our common stock if such conversion would result in TCAs beneficial ownership exceeding 4.99% of our outstanding common stock at that time. During the time that the TCA Debenture is outstanding, we have agreed to reserve the total number of shares of our common stock that would be issuable if the entire TCA Debenture was converted at that time. The TCA Debenture also contains waiver, notice, and assignment provisions that are customary of convertible debentures. The TCA SPA, TCA Debenture, and all future debentures issued pursuant to the TCA SPA are guaranteed by the Subsidiary Guarantors pursuant to separately signed guaranty agreements (the TCA Guaranty Agreements). The TCA Guaranty Agreements contain representations, warranties, covenants, and other provisions that are customary of guaranty agreements. The TCA SPA, TCA Debenture, and all future debentures issued pursuant to the TCA SPA are secured by a security interest in all of the Subsidiary Guarantors assets, whether now existing or hereafter acquired, pursuant to separately signed security agreements (the TCA Security Agreements). The TCA Guaranty Agreements contain representations, warranties, covenants, and other provisions that are customary of security agreements. The Company, as well as Robert Rothenberg (Rothenberg), our Chief Executive Officer and Director, |