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Tuesday, 05/03/2022 8:27:09 PM

Tuesday, May 03, 2022 8:27:09 PM

Post# of 3096
https://www.otcmarkets.com/filing/conv_pdf?id=15755450&guid=orqwkq-5bLalB3h


Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.

(a) Pursuant to a Common Stock Purchase Agreement between the Registrant and Ares Capital, Inc. (“Ares”) executed September 20, 2021, Ares agreed to
invest up to Fourteen Million Dollars ($14,000,000.00) to purchase the Registrant’s Common Stock, par value $0.0001 per share. Coincidentally, the Registrant
and Ares entered into a Registration Rights Agreement, as an inducement to Ares to execute and deliver the Common Stock Purchase Agreement, whereby the
Registrant agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and applicable
state securities laws, with respect to the shares of Common Stock issuable for Ares’ investment pursuant to the Common Stock Purchase Agreement. The
Common Stock Purchase Agreement terminates five years after the Effective Date, or conditioned upon the following events: (i) when Ares has purchased an
aggregate of Fourteen Million Dollars ($14,000,000.00) in the Registrant’s Common Stock; (ii) at such time that the Registration Statement agreed to in the
Registration Rights Agreement is no longer in effect: (iii) upon Ares’ material breach of contract; (iv) in the event a voluntary or involuntary bankruptcy
petition is filed concerning the Registrant; or, (v) if a Custodian is appointed for the Registrant or for all or substantially all of its property or the Registrant
makes a general assignment for the benefit of its creditors.
On April 26, 2022, the Registrant and Ares amended the Registration Rights Agreement previously disclosed on Form 8-K filed September 23, 2001. No
material relationship between the Registrant or its affiliates and Ares, other than in respect of the amendment to the material definitive agreement. The
transaction documents were amended to reflect Ares’ waiver of the requirement that the Registrant file a registration statement concerning the equity purchase
agreement within thirty days of September 20, 2021.
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