24. SUBSEQUENT EVENTS	12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]
24. SUBSEQUENT EVENTS	Changes to Management and Board of Directors On January 9, 2015, the Board of Directors (the “Board”) of the Company appointed Dan O’Neill as Executive Chairman of the Company, which became effective March 16, 2015. Mr. O’Neill will perform the services and duties that are normally and customarily associated with the Executive Chairman position, as well as other associated duties as the Company’s Board reasonably determines. The Board also appointed Mr. O’Neill as a member of the Board effective March 4, 2015. On January 9, 2015, Jim McCormick notified the Company that he would resign from his position as Chief Financial Officer of the Company, effective immediately. Mr. McCormick’s resignation was not as a result of any disagreement with the Company and he continues to be employed by the Company in other positions. On the same day, the Board appointed Phil Anderson as the Chief Financial Officer of the Company. Mr. Anderson will perform the services and duties that are normally and customarily associated with the Chief Financial Officer position as well as other associated duties as the Company’s Board or Executive Chairman reasonably determines. In conjunction with the recent restructuring, the Company had requested that certain members of the board of directors submit their resignation. As such, on March 6, 2015, William R. Fields, Marc Hardgrove, Charles L. Jarvie, Howard Lefkowitz and Tim McClure each submitted a notice of resignation resigning as director to the Company effective upon receipt of such notice by the Company. The resignations were not as a result of any disagreements with the Company. 10% Convertible Notes Overview. On January 14, 2015, the Company completed a private offering of $263,158 principal amount 5% Original Issue Discount Convertible Promissory Notes (the “10% Convertible Notes”) with accredited investors for total net proceeds to the Company of approximately $250,000 after deducting placement agent fees and other expenses. The investors also agreed to purchase up to an additional $250,000 of 10% Convertible Notes, if certain conditions and milestones were met. On February 4, 2015, the second tranche of $263,158 principal amount 10% Convertible Notes was purchased for total net proceeds to the Company of $250,000. Maturity and Interest. The 10% Convertible Notes are due nine months from the date of issuance, less any amounts converted or redeemed prior to the maturity date, and accrue interest at an annual rate of 10% on the aggregate unconverted and outstanding principal amount, payable in cash or, should the Company’s common stock be listed on a national exchange, in common stock, on the first day of each calendar month. Beginning on the sixth month after the original issue date and continuing on each of the following three successive months thereafter, the Company is obligated to pay 1/4 of the face amount of the 10% Convertible Notes and accrued interest, which, at the Company’s option, may be paid in cash or, subject to the Company complying with certain conditions, in common stock with each share of common stock being converted at a price that is equal to 75% of the average of the two lowest traded prices of the Company’s common stock for the 20 consecutive trading days immediately prior to such payment date. Conversion. The 10% Convertible Notes may be converted, in whole or in part, into shares of common stock at the option of the holder at any time and from time to time. The shares of common stock issuable upon conversion of the 10% Convertible Notes shall equal: (i) the principal amount of the Note to be converted divided by (ii) a conversion price of $2.10, as adjusted from time to time. The conversion price is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive protection issuances. Additionally, should the Company issue any equity at, or should the exercise or conversion price of any previously issued option, warrant convertible security be adjusted to a purchase price that is less than the current conversion price, the conversion price will be adjusted to such lower purchase price, with certain limited exceptions. Following the issuance by the Company of warrants on February 26, 2015, the conversion price of the 10% Convertible Notes adjusted to $0.45. Prepayment. The 10% Convertible Notes may be prepaid in whole or in part at any time upon ten (10) days written notice for 120% of outstanding principal and accrued interest. At any time, within thirty (30) days of the Company’s common stock being listed on a national exchange, the holders of the 10% Convertible Notes may “put” to the Company all or any part of the 10% Convertible Notes, which the Company must purchase within ten (10) days of such notice for 105% the then outstanding principal amount and interest. Rights to Participate in Future Financings. For twelve (12) months from the execution of the securities purchase agreement, if the Company or any of its subsidiaries issue any securities subsequent to the issuance of the 10% Convertible Notes, other than any issuance through a public underwritten offering or to an investor or a group of investors that already own common stock or any securities that entitle the holder thereof to acquire at any time the Company’s common stock, the holder shall have the right to participate in such subsequent financing in an amount up to 100% of the holder’s subscription amount in the 10% Convertible Notes on the same terms, conditions and price provided for in such subsequent financing. December 12% Convertible Notes - Additional Tranches Between January 8, 2015 and January 12, 2015 the Company and the holders of the December 12% Convertible Notes completed a second tranche of $789,473.68 principal amount of December 12% Convertible Notes for a purchase price of $750,000. On February [xx], 2015, the Company and the holders of the December 12% Convertible Notes completed the third tranche of $263,158 principal amount of December 12% Convertible Notes for a purchase price of $250,000. For a further discussion of the terms of the second tranche and third tranche of December 12% Convertible Notes, please see “—December 12% Convertible Notes” above. January 12% Convertible Notes On January 16, 2015, the Company completed a private offering of $1,052,632 principal amount of 5% Original Issue Discount Convertible Promissory Notes (the “January 12% Convertible Notes”) with accredited investors for total net proceeds to the Company of approximately $1 million after deducting placement agent fees and other expenses. Maturity and Interest. The January 12% Convertible Notes are due twelve months from the date of issuance, less any amounts converted or redeemed prior to the maturity date, and accrue interest at an annual rate of 12% on the aggregate unconverted and outstanding principal amount, payable in cash or, should the Company’s common stock be listed on a national exchange, in common stock, on the first day of each calendar month. Beginning on the third month after the original issue date and continuing on each of the following nine successive months thereafter, the Company is obligated to pay 1/10 of the face amount of the January 12% Convertible Notes and accrued interest, which, at the Company’s option, may be paid in cash or, subject to the Company complying with certain conditions, in common stock with each share of common stock being converted at a price that is equal to 75% of the lowest VWAP for the 20 consecutive trading days immediately prior to such payment date. Conversion. The January 12% Convertible Notes may be converted, in whole or in part, into shares of common stock at the option of the holder at any time and from time to time. The shares of common stock issuable upon conversion of the January 12% Convertible Notes shall equal: (i) the principal amount of the Note to be converted divided by (ii) a conversion price of $0.75, as adjusted from time to time. The conversion price is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Additionally, should the Company issue any equity at, or should the exercise or conversion price of any previously issued option, warrant convertible security be adjusted to a purchase price that is less than the current conversion price, the conversion price will be adjusted to such lower purchase price, with certain limited exceptions. Following the issuance by the Company of warrants on February 26, 2015, the conversion price of the January 12% Convertible Notes adjusted to $0.45. Prepayment. The January 12% Convertible Note may be prepaid in whole or in part at any time upon ten (10) days written notice for 120% of outstanding principal and accrued interest. At any time, within thirty (30) days of the Company’s common stock being listed on a national exchange, the holders of the January 12% Convertible Notes may “put” to the Company all or any part of the January 12% Convertible Notes, which the Company must purchase within ten (10) days of such notice for 105% the then outstanding principal amount and interest. Rights to Participate in Future Financings. For twelve (12) months from the execution of the securities purchase agreement, if the Company or any of its subsidiaries issue any securities subsequent to the issuance of the January 12% Convertible Notes, other than any issuance through a public underwritten offering or to an investor or a group of investors that already own common stock or any securities that entitle the holder thereof to acquire at any time the Company’s common stock, the holders shall have the right to participate in such subsequent financing in an amount up to 100% of the holder’s subscription amount in the 12% Convertible Notes on the same terms, conditions and price provided for in such subsequent financing. February 12% Convertible Notes Overview. On February 26, 2015, the Company completed a private offering of $3,157,895 principal amount of 5% Original Issue Discount Convertible Promissory Notes (the “February 12% Convertible Notes”) and warrants to purchase shares of common stock with accredited investors for total net proceeds to the Company of approximately $3 million after deducting placement agent fees and other expenses. Maturity and Interest. The February 12% Convertible Notes are due four months from the date of issuance, less any amounts converted or redeemed prior to the maturity date, and accrue interest at an annual rate of 12% on the aggregate unconverted and outstanding principal amount, payable in cash or in Common Stock, on the maturity date. Conversion. The February 12% Convertible Notes may be converted, in whole or in part, into shares of Common Stock at the option of the holder at any time and from time to time. The shares of Common Stock issuable upon conversion of the February 12% Convertible Notes shall equal: (i) the principal amount of the Note to be converted divided by (ii) a conversion price of $0.75, as adjusted from time to time. The conversion price is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change. Prepayment. The February 12% Convertible Notes may be prepaid in whole or in part at any time upon ten (10) days written notice. Rights to Participate in Future Financings. For twelve (12) months from the execution of the securities purchase agreement, if the Company or any of its subsidiaries issue any securities subsequent to the issuance of the February 12% Convertible Notes, other than any issuance through a public underwritten offering or to an investor or a group of investors that already own Common Stock or any securities that entitle the holder thereof to acquire at any time the Common Stock, the holder shall have the right to participate in such subsequent financing in an amount up to 100% of the holder’s subscription amount in the February 12% Convertible Notes on the same terms, conditions and price provided for in such subsequent financing. Warrants. The warrants are exercisable for an aggregate of 1,897,084 shares of Common Stock. The warrants are exercisable for a period of five years from the original issue date. The exercise price with respect to the warrants is $0.45 per share. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change. In the event the Company repays the February 12% Convertible Notes in full within three months of the original issue date, the number of warrant shares shall automatically be reduced by 50%. March 12% Convertible Notes Overview. On March 13, 2015, the Company completed a private offering of $13,684,211 principal amount of 5% Original Issue Discount Convertible Promissory Notes (the “March 12% Convertible Notes”) and warrants to purchase shares of common stock with accredited investors for total net proceeds to the Company of approximately $13 million after deducting placement agent fees and other expenses. Maturity and Interest. The March 12% Convertible Notes are due on April 24, 2015, less any amounts converted or redeemed prior to the maturity date, and accrue interest at an annual rate of 12% on the aggregate unconverted and outstanding principal amount, payable, at the Purchaser’s option, in cash or in Common Stock, on each conversion date and on the Maturity Date. Conversion. The March 12% Convertible Notes may be converted, in whole or in part, into shares of Common Stock at the option of the Purchaser at any time and from time to time. The shares of Common Stock issuable upon conversion of the March 12% Convertible Notes shall equal: (i) the principal amount of the Note to be converted divided by (ii) a conversion price of $0.75, as adjusted from time to time. The conversion price is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes. Prepayment. The March 12% Convertible Notes may be prepaid in whole or in part at any time upon ten (10) days written notice at 100% of the outstanding principal amount. Right to Participate in Future Financings. For twelve (12) months from the execution of the securities purchase agreement, if the Company or any of its subsidiaries issue any securities subsequent to the issuance of the March 12% Convertible Notes, other than any issuance through a public underwritten offering or to an investor or a group of investors that already own Common Stock or any securities that entitle the holder thereof to acquire at any time Common Stock, the holder shall have the right to participate in such subsequent financing in an amount up to 100% of the holder’s subscription amount in the March 12% Convertible Notes on the same terms, conditions and price provided for in such subsequent financing. Warrants. The warrants are exercisable for an aggregate of 15,104,149 shares of Common Stock. The warrants are exercisable for a period of five years from the original issue date. The exercise price with respect to the warrants is $0.45 per share. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change. The number of warrants is subject to increase if the number of warrant shares issuable upon exercise of the warrant is less than a stated percentage of the fully-diluted Common Stock and Common Stock equivalents of the Company as of the date of the warrant. In the event the Company repays the March 12% Convertible Notes in full by April 3, 2015, the number of Warrants shall automatically be reduced by 50%. Exchange of 6% Convertible Notes On March 13, 2015, the Company exchanged the remaining approximately $7.9 million principal amount of the 6% Convertible Notes with an accredited investor for (i) $13,000,000, (ii) a 0.04% Unsecured Note in the principal amount of $1.8 million (the “0.04% Unsecured Note”) and (iii) a prepaid $0.45 warrant for 6,250,000 shares of Common Stock and a prepaid warrant for 2,083,333 shares of Common Stock (collectively, the “Prepaid Warrants”). 0.04% Unsecured Note. The 0.04% Unsecured Note is due March 1, 2016 and accrues interest at a rate of 0.04% per annum. The principal amount of the 0.04% Unsecured Note is payable in twelve equal monthly installments of $150,000 in cash on the 1^st business day of each calendar month starting on April 1, 2015 with the last payment being due on March 1, 2016. Prepaid Warrants. The Prepaid Warrants are exercisable for an aggregate of 8,333,333 shares of Common Stock. The Prepaid Warrants are exercisable for a period of ten years from the original issue date. The exercise price with respect to the Prepaid Warrants is $0.45 per share and has been prepaid. The number of shares of Common Stock to be issued pursuant to the Prepaid Warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change. January and February 2014 Convertible Notes Overview. In January 2015 the Company approached the January and February 2014 convertible Note holders and provided them with three alternatives for their notes given the impending maturation: 1) The Company offered to amend the terms of the notes by extending the maturity date of the Notes by eighteen (18) months and lowering the interest rate from 15% to 8%. In addition, the holder agreed to a reset of the conversion price to $0.75. This would result in new maturity dates of June 7^th, 2016 and July 28, 2016 for the January and February placements respectively. 2) The Company offered to convert the entire Note at $0.75. The conversion will be effective following the Company increasing its authorized shares, which was expected to occur on or about mid February 2015. 3) The Company offered the Holder to have the Holder’s outstanding Note plus outstanding interest paid within 30 days from the maturity date by a third party. The Company had a cap on this option of up to $10 million of principal amount of Notes. The Notes would then be held by the new Note holder under the same terms and conditions set forth for the respective class of Note holder i.e., the January or February tranche. Maturity and Interest. The results of the offer to the January and February 2014 Senior Note holders was as follows: 1) The Note holders electing to extend under the amended terms and conditions totaled $21,333,600 ($7,083,600 from January 2014 Notes and $14,250,000 from the February Notes). 2) Note holders electing to convert at $0.75 totaled $660,000 ($410,000 of the January 2014 Notes and $250,000 of the February 2015 Notes). 3) Note holders electing to have their principal and interest paid by a third party totaled $3,459,475 (2,209,475 from January 2014 Notes and $1,250,000 from the February Notes). The following amendment to the original January and February 2014 Convertible Notes regarding interest was also implemented “Payment of Interest in Cash or Kind. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of 8% per annum, payable on the 1st day of each month or if such day is not a Business Day on the next Business day, payable monthly or on each Conversion Date and on the Maturity Date in cash or, at the Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock or a combination thereof.” Conversion and Prepayment. Under the revised terms and conditions the January and February 2014 Convertible Note holders may convert at $0.75. There were no other amendments to the underlying Notes.

24. SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2014

Changes to Management and Board of Directors

On January 9, 2015, the Board of Directors (the “Board”) of the Company appointed Dan O’Neill as Executive Chairman of the Company, which became effective March 16, 2015. Mr. O’Neill will perform the services and duties that are normally and customarily associated with the Executive Chairman position, as well as other associated duties as the Company’s Board reasonably determines. The Board also appointed Mr. O’Neill as a member of the Board effective March 4, 2015.

On January 9, 2015, Jim McCormick notified the Company that he would resign from his position as Chief Financial Officer of the Company, effective immediately. Mr. McCormick’s resignation was not as a result of any disagreement with the Company and he continues to be employed by the Company in other positions. On the same day, the Board appointed Phil Anderson as the Chief Financial Officer of the Company. Mr. Anderson will perform the services and duties that are normally and customarily associated with the Chief Financial Officer position as well as other associated duties as the Company’s Board or Executive Chairman reasonably determines.

In conjunction with the recent restructuring, the Company had requested that certain members of the board of directors submit their resignation. As such, on March 6, 2015, William R. Fields, Marc Hardgrove, Charles L. Jarvie, Howard Lefkowitz and Tim McClure each submitted a notice of resignation resigning as director to the Company effective upon receipt of such notice by the Company. The resignations were not as a result of any disagreements with the Company.

10% Convertible Notes

Overview. On January 14, 2015, the Company completed a private offering of $263,158 principal amount 5% Original Issue Discount Convertible Promissory Notes (the “10% Convertible Notes”) with accredited investors for total net proceeds to the Company of approximately $250,000 after deducting placement agent fees and other expenses. The investors also agreed to purchase up to an additional $250,000 of 10% Convertible Notes, if certain conditions and milestones were met. On February 4, 2015, the second tranche of $263,158 principal amount 10% Convertible Notes was purchased for total net proceeds to the Company of $250,000.

Maturity and Interest. The 10% Convertible Notes are due nine months from the date of issuance, less any amounts converted or redeemed prior to the maturity date, and accrue interest at an annual rate of 10% on the aggregate unconverted and outstanding principal amount, payable in cash or, should the Company’s common stock be listed on a national exchange, in common stock, on the first day of each calendar month. Beginning on the sixth month after the original issue date and continuing on each of the following three successive months thereafter, the Company is obligated to pay 1/4 of the face amount of the 10% Convertible Notes and accrued interest, which, at the Company’s option, may be paid in cash or, subject to the Company complying with certain conditions, in common stock with each share of common stock being converted at a price that is equal to 75% of the average of the two lowest traded prices of the Company’s common stock for the 20 consecutive trading days immediately prior to such payment date.

Conversion. The 10% Convertible Notes may be converted, in whole or in part, into shares of common stock at the option of the holder at any time and from time to time. The shares of common stock issuable upon conversion of the 10% Convertible Notes shall equal: (i) the principal amount of the Note to be converted divided by (ii) a conversion price of $2.10, as adjusted from time to time. The conversion price is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive protection issuances. Additionally, should the Company issue any equity at, or should the exercise or conversion price of any previously issued option, warrant convertible security be adjusted to a purchase price that is less than the current conversion price, the conversion price will be adjusted to such lower purchase price, with certain limited exceptions. Following the issuance by the Company of warrants on February 26, 2015, the conversion price of the 10% Convertible Notes adjusted to $0.45.

Prepayment. The 10% Convertible Notes may be prepaid in whole or in part at any time upon ten (10) days written notice for 120% of outstanding principal and accrued interest. At any time, within thirty (30) days of the Company’s common stock being listed on a national exchange, the holders of the 10% Convertible Notes may “put” to the Company all or any part of the 10% Convertible Notes, which the Company must purchase within ten (10) days of such notice for 105% the then outstanding principal amount and interest.

Rights to Participate in Future Financings. For twelve (12) months from the execution of the securities purchase agreement, if the Company or any of its subsidiaries issue any securities subsequent to the issuance of the 10% Convertible Notes, other than any issuance through a public underwritten offering or to an investor or a group of investors that already own common stock or any securities that entitle the holder thereof to acquire at any time the Company’s common stock, the holder shall have the right to participate in such subsequent financing in an amount up to 100% of the holder’s subscription amount in the 10% Convertible Notes on the same terms, conditions and price provided for in such subsequent financing.

December 12% Convertible Notes - Additional Tranches

Between January 8, 2015 and January 12, 2015 the Company and the holders of the December 12% Convertible Notes completed a second tranche of $789,473.68 principal amount of December 12% Convertible Notes for a purchase price of $750,000. On February [xx], 2015, the Company and the holders of the December 12% Convertible Notes completed the third tranche of $263,158 principal amount of December 12% Convertible Notes for a purchase price of $250,000. For a further discussion of the terms of the second tranche and third tranche of December 12% Convertible Notes, please see “—December 12% Convertible Notes” above.

January 12% Convertible Notes

On January 16, 2015, the Company completed a private offering of $1,052,632 principal amount of 5% Original Issue Discount Convertible Promissory Notes (the “January 12% Convertible Notes”) with accredited investors for total net proceeds to the Company of approximately $1 million after deducting placement agent fees and other expenses.

Maturity and Interest. The January 12% Convertible Notes are due twelve months from the date of issuance, less any amounts converted or redeemed prior to the maturity date, and accrue interest at an annual rate of 12% on the aggregate unconverted and outstanding principal amount, payable in cash or, should the Company’s common stock be listed on a national exchange, in common stock, on the first day of each calendar month. Beginning on the third month after the original issue date and continuing on each of the following nine successive months thereafter, the Company is obligated to pay 1/10 of the face amount of the January 12% Convertible Notes and accrued interest, which, at the Company’s option, may be paid in cash or, subject to the Company complying with certain conditions, in common stock with each share of common stock being converted at a price that is equal to 75% of the lowest VWAP for the 20 consecutive trading days immediately prior to such payment date.

Conversion. The January 12% Convertible Notes may be converted, in whole or in part, into shares of common stock at the option of the holder at any time and from time to time. The shares of common stock issuable upon conversion of the January 12% Convertible Notes shall equal: (i) the principal amount of the Note to be converted divided by (ii) a conversion price of $0.75, as adjusted from time to time. The conversion price is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Additionally, should the Company issue any equity at, or should the exercise or conversion price of any previously issued option, warrant convertible security be adjusted to a purchase price that is less than the current conversion price, the conversion price will be adjusted to such lower purchase price, with certain limited exceptions. Following the issuance by the Company of warrants on February 26, 2015, the conversion price of the January 12% Convertible Notes adjusted to $0.45.

Prepayment. The January 12% Convertible Note may be prepaid in whole or in part at any time upon ten (10) days written notice for 120% of outstanding principal and accrued interest. At any time, within thirty (30) days of the Company’s common stock being listed on a national exchange, the holders of the January 12% Convertible Notes may “put” to the Company all or any part of the January 12% Convertible Notes, which the Company must purchase within ten (10) days of such notice for 105% the then outstanding principal amount and interest.

Rights to Participate in Future Financings. For twelve (12) months from the execution of the securities purchase agreement, if the Company or any of its subsidiaries issue any securities subsequent to the issuance of the January 12% Convertible Notes, other than any issuance through a public underwritten offering or to an investor or a group of investors that already own common stock or any securities that entitle the holder thereof to acquire at any time the Company’s common stock, the holders shall have the right to participate in such subsequent financing in an amount up to 100% of the holder’s subscription amount in the 12% Convertible Notes on the same terms, conditions and price provided for in such subsequent financing.

February 12% Convertible Notes

Overview. On February 26, 2015, the Company completed a private offering of $3,157,895 principal amount of 5% Original Issue Discount Convertible Promissory Notes (the “February 12% Convertible Notes”) and warrants to purchase shares of common stock with accredited investors for total net proceeds to the Company of approximately $3 million after deducting placement agent fees and other expenses.

Maturity and Interest. The February 12% Convertible Notes are due four months from the date of issuance, less any amounts converted or redeemed prior to the maturity date, and accrue interest at an annual rate of 12% on the aggregate unconverted and outstanding principal amount, payable in cash or in Common Stock, on the maturity date.

Conversion. The February 12% Convertible Notes may be converted, in whole or in part, into shares of Common Stock at the option of the holder at any time and from time to time. The shares of Common Stock issuable upon conversion of the February 12% Convertible Notes shall equal: (i) the principal amount of the Note to be converted divided by (ii) a conversion price of $0.75, as adjusted from time to time. The conversion price is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change.

Prepayment. The February 12% Convertible Notes may be prepaid in whole or in part at any time upon ten (10) days written notice.

Rights to Participate in Future Financings. For twelve (12) months from the execution of the securities purchase agreement, if the Company or any of its subsidiaries issue any securities subsequent to the issuance of the February 12% Convertible Notes, other than any issuance through a public underwritten offering or to an investor or a group of investors that already own Common Stock or any securities that entitle the holder thereof to acquire at any time the Common Stock, the holder shall have the right to participate in such subsequent financing in an amount up to 100% of the holder’s subscription amount in the February 12% Convertible Notes on the same terms, conditions and price provided for in such subsequent financing.

Warrants. The warrants are exercisable for an aggregate of 1,897,084 shares of Common Stock. The warrants are exercisable for a period of five years from the original issue date. The exercise price with respect to the warrants is $0.45 per share. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change. In the event the Company repays the February 12% Convertible Notes in full within three months of the original issue date, the number of warrant shares shall automatically be reduced by 50%.

March 12% Convertible Notes

Overview. On March 13, 2015, the Company completed a private offering of $13,684,211 principal amount of 5% Original Issue Discount Convertible Promissory Notes (the “March 12% Convertible Notes”) and warrants to purchase shares of common stock with accredited investors for total net proceeds to the Company of approximately $13 million after deducting placement agent fees and other expenses.

Maturity and Interest. The March 12% Convertible Notes are due on April 24, 2015, less any amounts converted or redeemed prior to the maturity date, and accrue interest at an annual rate of 12% on the aggregate unconverted and outstanding principal amount, payable, at the Purchaser’s option, in cash or in Common Stock, on each conversion date and on the Maturity Date.

Conversion. The March 12% Convertible Notes may be converted, in whole or in part, into shares of Common Stock at the option of the Purchaser at any time and from time to time. The shares of Common Stock issuable upon conversion of the March 12% Convertible Notes shall equal: (i) the principal amount of the Note to be converted divided by (ii) a conversion price of $0.75, as adjusted from time to time. The conversion price is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

Prepayment. The March 12% Convertible Notes may be prepaid in whole or in part at any time upon ten (10) days written notice at 100% of the outstanding principal amount.

Right to Participate in Future Financings. For twelve (12) months from the execution of the securities purchase agreement, if the Company or any of its subsidiaries issue any securities subsequent to the issuance of the March 12% Convertible Notes, other than any issuance through a public underwritten offering or to an investor or a group of investors that already own Common Stock or any securities that entitle the holder thereof to acquire at any time Common Stock, the holder shall have the right to participate in such subsequent financing in an amount up to 100% of the holder’s subscription amount in the March 12% Convertible Notes on the same terms, conditions and price provided for in such subsequent financing.

Warrants. The warrants are exercisable for an aggregate of 15,104,149 shares of Common Stock. The warrants are exercisable for a period of five years from the original issue date. The exercise price with respect to the warrants is $0.45 per share. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change. The number of warrants is subject to increase if the number of warrant shares issuable upon exercise of the warrant is less than a stated percentage of the fully-diluted Common Stock and Common Stock equivalents of the Company as of the date of the warrant. In the event the Company repays the March 12% Convertible Notes in full by April 3, 2015, the number of Warrants shall automatically be reduced by 50%.

Exchange of 6% Convertible Notes

On March 13, 2015, the Company exchanged the remaining approximately $7.9 million principal amount of the 6% Convertible Notes with an accredited investor for (i) $13,000,000, (ii) a 0.04% Unsecured Note in the principal amount of $1.8 million (the “0.04% Unsecured Note”) and (iii) a prepaid $0.45 warrant for 6,250,000 shares of Common Stock and a prepaid warrant for 2,083,333 shares of Common Stock (collectively, the “Prepaid Warrants”).

0.04% Unsecured Note. The 0.04% Unsecured Note is due March 1, 2016 and accrues interest at a rate of 0.04% per annum. The principal amount of the 0.04% Unsecured Note is payable in twelve equal monthly installments of $150,000 in cash on the 1^st business day of each calendar month starting on April 1, 2015 with the last payment being due on March 1, 2016.

Prepaid Warrants. The Prepaid Warrants are exercisable for an aggregate of 8,333,333 shares of Common Stock. The Prepaid Warrants are exercisable for a period of ten years from the original issue date. The exercise price with respect to the Prepaid Warrants is $0.45 per share and has been prepaid. The number of shares of Common Stock to be issued pursuant to the Prepaid Warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change.

January and February 2014 Convertible Notes

Overview. In January 2015 the Company approached the January and February 2014 convertible Note holders and provided them with three alternatives for their notes given the impending maturation:

1) The Company offered to amend the terms of the notes by extending the maturity date of the Notes by eighteen (18) months and lowering the interest rate from 15% to 8%. In addition, the holder agreed to a reset of the conversion price to $0.75. This would result in new maturity dates of June 7^th, 2016 and July 28, 2016 for the January and February placements respectively.

2) The Company offered to convert the entire Note at $0.75. The conversion will be effective following the Company increasing its authorized shares, which was expected to occur on or about mid February 2015.

3) The Company offered the Holder to have the Holder’s outstanding Note plus outstanding interest paid within 30 days from the maturity date by a third party. The Company had a cap on this option of up to $10 million of principal amount of Notes. The Notes would then be held by the new Note holder under the same terms and conditions set forth for the respective class of Note holder i.e., the January or February tranche.

Maturity and Interest. The results of the offer to the January and February 2014 Senior Note holders was as follows:

1) The Note holders electing to extend under the amended terms and conditions totaled $21,333,600 ($7,083,600 from January 2014 Notes and $14,250,000 from the February Notes).

2) Note holders electing to convert at $0.75 totaled $660,000 ($410,000 of the January 2014 Notes and $250,000 of the February 2015 Notes).

3) Note holders electing to have their principal and interest paid by a third party totaled $3,459,475 (2,209,475 from January 2014 Notes and $1,250,000 from the February Notes).

The following amendment to the original January and February 2014 Convertible Notes regarding interest was also implemented “Payment of Interest in Cash or Kind. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of 8% per annum, payable on the 1st day of each month or if such day is not a Business Day on the next Business day, payable monthly or on each Conversion Date and on the Maturity Date in cash or, at the Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock or a combination thereof.”

Conversion and Prepayment. Under the revised terms and conditions the January and February 2014 Convertible Note holders may convert at $0.75. There were no other amendments to the underlying Notes.