Item
14. Indemnification of Directors and Officers
Under
the provisions of the certificate of incorporation and by-laws of the registrant, as amended, as of the date of this Registration
Statement, each person who is or was a director, officer or employee of registrant shall be indemnified by the registrant to the
full extent permitted or authorized by the Business Corporation Law of the State of New York, provided that no such indemnification
shall be made if a judgment or other final adjudication adverse to such person establishes that his or her acts were committed
in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or
that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, and
provided further that no such indemnification shall be required with respect to any settlement or other non-adjudicated disposition
of any threatened or pending action or proceeding unless the Company has given its prior consent to such settlement or other disposition.
Under
such law, to the extent that such person is successful on the merits of defense of a suit or proceeding brought against such person
by reason of the fact that such person is a director or officer of the registrant, such person shall be indemnified against expenses
(including attorneys’ fees) reasonably incurred in connection with such action. If unsuccessful in defense of a third-party
civil suit or a criminal suit is settled, such a person shall be indemnified under such law against both (a) expenses (including
attorneys’ fees) and (b) judgments, fines and amounts paid in settlement if such person acted in good faith and in a manner
such person reasonably believed to be in, or not opposed to, the best interests of the registrant, and with respect to any criminal
action, had no reasonable cause to believe such person’s conduct was unlawful. If unsuccessful in defense of a suit brought
by or in the right of the registrant, or if such suit is settled, such a person shall be indemnified under such law only against
expenses (including attorney’s fees) incurred in the defense or settlement of such suit if such person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the registrant.
Item
15. Recent Sales of Unregistered Securities
July
3, 2018
On
July 3, 2018, the Company closed the sale of 7,143 shares of its common stock, par value $0.02 per share, to a related party accredited
investor, Heng Fai Holdings Limited. The purchase price was $42.00 per share, for total proceeds of $300,000. The shares of common
stock were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act.
December
17, 2018
On
December 17, 2018, the Company sold 20,408 shares of its common stock to an accredited investor, at a price of $29.40 per share.
The shares of common stock were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2)
of the Securities Act.
February
18, 2019
On
February 18, 2019, the Company entered into a Convertible Promissory Note with LiquidValue Development Pte Ltd in the principal
sum of $500,000, of which up to $500,000 could be paid by the conversion of such amount into the Company’s common stock,
par value $0.02 per share, up to a maximum of 14,881 shares of common stock (the “Maximum Conversion Amount”), at
a conversion price of $33.60 per share. Effective on March 25, 2019, LiquidValue Development Pte Ltd exercised its conversion
option and converted the Maximum Conversion Amount under the Note. The shares of common stock were issued in reliance upon the
exemption from registration contained in Section 4(a)(2) of the Securities Act.
March
2019
In
March 2019, the Company issued 130,435 shares of the Company’s common stock in conjunction with the signing of a Master
Distributor Agreement with Advanced Cyber Security Corp. (“ACS”) to for the Company to distribute ACS’s EndpointLockV™
cyber security software exclusively in thirteen countries in Asia and Australia, and non-exclusively, in the U.S. and Middle East.
The shares of common stock were issued in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities
Act.
November
1, 2019
On
November 1, 2019, the Company entered into and closed on a subscription agreement (the “Subscription Agreement”) with
Mr. Heng Fai Ambrose Chan, Chairman of the Board of Directors of the Company. Pursuant to the Subscription Agreement, Mr. Chan
purchased 200,000 shares of the Company’s common stock at a purchase price of $9.11 per share, resulting in gross proceeds
to the Company of $1,822,200, before deductions for placement agent fees and other expenses (the “Offering”).
Aegis
Capital Corp. (the “Placement Agent”) acted as the exclusive placement agent for the Offering. In connection with
the Offering, the Placement Agent received commissions of 8.0% of the total proceeds raised in the Offering, a non-accountable
expense allowance equal to 1.0% of the total proceeds raised in the Officering, and a reimbursement of $35,000 of accountable
expenses.
The
common stock sold in the Offering described above were not registered under the Securities Act, or the securities laws of any
state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Rule 506(b) of
Regulation D promulgated under the Securities Act, since, among other things, the transactions did not involve a public offering
and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution
thereof.
October
16, 2020
On
October 16, 2020, the Company issued 662,500 shares of the Company’s common stock upon the conversion of 4,293 shares of
Series A Preferred Stock. Shares of Series A Preferred Stock have a liquidation value of $1,000 per share and may be converted
into shares of the Company’s common stock at a conversion price of $6.48 per share, subject to a 19.9% beneficial ownership
conversion limitation based on the total issued and outstanding shares of common stock of the Company beneficially owned by the
holder. There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or
other consideration received by the Company.