Item 3.02 Unregistered Sales of
Number Class of of Date of Security Subscriber Shares Consideration Issuance Issued Category Issued Value (1) Outside Director 7/29/2014 MX Preferred (2) 1,875
$ 30,0007/29/2014 MX Preferred Controller (3) 782 $ 12,500Executive 7/29/2014 MX Preferred Officer (3) 3,125 $ 50,000Corporate 7/29/2014 MX Preferred Counsel (4) 1,563 $ 25,000Total Shares 7,345 (1) Calculated in each case on the basis of each share of Series MX Convertible Preferred Stock carrying a value of $16.00per share, which was arrived at on the basis of a value attributable to our common stock of $.0064per share, which was the publicly quoted closing price of our common stock on July 29, 2014(2) Shares to be issued in lieu of cash for partial director's fees accrued and unpaid from October 2012through March 2014. (3) Shares to be issued in lieu of cash for partial payroll accrued and unpaid from October 2012through March 2014. (4) Shares to be issued in lieu of cash for certain legal fees accrued from January 2014through July 2014.
For these unregistered issuances, we relied on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder based on the following factors: (i) the absence of general solicitation, (ii) representations obtained from the subscriber recipients regarding their respective qualification/accreditation, (iv) the provision of appropriate disclosure, and (v) the placement of a restrictive legend on the certificates reflecting the securities coupled with investment representations obtained from the respective subscriber recipients.