On January 29, 2018, the Company entered into a First Amendment to Warrants agreement (the “ Amendment ”) with The Stadlin Trust dated 5/25/01 (the “ Trust ”), one of the Purchasers of shares and warrants pursuant to the terms of the Purchase Agreement.

Pursuant to the Amendment, the Company and the Trust agreed to reduce the exercise price of the warrants to purchase 50,000 shares of common stock which the Trust acquired pursuant to the Purchase Agreement and warrants to purchase an additional 24,500 shares of common stock which the Trust was granted as penalty warrants in connection with the Company’s failure to obtain the timely listing of its common stock on the Nasdaq, from $2.05 per share to $1.05 per share, in consideration for the Trust immediately exercising such warrants for cash; agreeing to waive the anti-dilution provisions of the Purchase Agreement and the warrant agreements granted in connection therewith; and agreeing to waive any further penalty warrants which would have otherwise been due as a result of the Company’s failure to timely uplist its common stock to Nasdaq. Furthermore, the Trust agreed to not sell any of the shares issuable upon exercise of the warrants until the earlier of the date of the uplisting to Nasdaq and February 28, 2018.

Total consideration received from the exercise of the warrants by the Trust pursuant to the Amendment was $78,225.

Pursuant to the anti-dilution provisions of the Purchase Agreement, the Purchasers (other than the Trust) are due an aggregate of an additional 3,049 shares in connection with the reduction in exercise price of the warrants held by the Trust.

We claim/will claim an exemption from registration for the issuances described above pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”), since the foregoing issuances did not/will not involve a public offering, the recipients were/are (a) “ accredited investors ”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, the recipients acquired/will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain/will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.