Note 13 – Related Party Transactions

On May 31, 2017, Anthony D. Caracciolo, Executive Chairman of the Company, participated in the private placement of Notes, as fully described in Note 4. Mr. Caracciolo purchased a promissory note, bearing interest of 7%, for $1,000,000 in aggregate principal and received a warrant covering 333,333 shares of common stock at an exercise price of $1.00. The terms and conditions of Mr. Caracciolo’s investment were identical to those offered to all other investors in the offering and his investment was approved by the Audit Committee of the Board of Directors.

On July 26, 2017, Jordan G. Naydenov, a director with the Company, participated in the private placement of Notes, as fully described in Note 4. Mr. Naydenov purchased a promissory note, bearing interest of 7%, for $100,000 in aggregate principal and received a warrant covering 66,666 shares of common stock at an exercise price of $1.00. The terms and conditions of Mr. Naydenov’s investment were identical to those offered to all other investors in the offering and his investment was approved by the Audit Committee of the Board of Directors.

On July 28, 2017, Alpha Venture Capital Partners, LP (“AVCP”), participated in the private placement of Convertible Promissory Notes, as fully described in Note 4 above. Carl C. Dockery, the principal of AVCP, is a director of the Company. AVCP purchased a promissory note, bearing interest of 7%, for $50,000 in aggregate principal and received a warrant covering 33,333 shares of common stock at an exercise price of $1.00. The terms and conditions of the AVCP investment were identical to those offered to all other investors in the offering and his investment was approved by the Audit Committee of the Board of Directors.

On November 8, 2017, in connection with a private equity offering, a limited liability company in which Anthony D. Caracciolo, Executive Chairman of the Company, holds a partial ownership interest purchased $100,000 of common stock and warrants on terms identical to those applicable to the other investors in the private equity offering.

On January 31, 2018, in connection with a registered direct offering, Mr. Caracciolo entered into a subscription agreement for the purchase of 2,093,972 shares of common stock and a warrant covering 1,333,334 shares of common stock. This investment was deemed to be full satisfaction of the Company’s note payment obligation of $1,046,986 in aggregate principal and unpaid accrued interest. The terms and conditions of the offering were identical to all other investors in the offering and his investment was approved by the Audit Committee of the Board of Directors.

On January 31, 2018, in connection with a registered direct offering, Mr. Naydenov entered into a subscription agreement for the purchase of 207,248 shares of common stock and a warrant covering 133,334 shares of common stock. This investment was deemed to be full satisfaction of the Company’s note payment obligation of $103,624 in aggregate principal and unpaid accrued interest. The terms and conditions of the offering were identical to all other investors in the offering and his investment was approved by the Audit Committee of the Board of Directors.

On January 31, 2018, in connection with a registered direct offering, AVCP entered into a subscription agreement for the purchase of 103,586 shares of common stock and a warrant covering 66,667 shares of common stock. As mentioned above, Carl C. Dockery, the principal of AVCP, is a director of the Company. This investment was deemed to be full satisfaction of the Company’s note payment obligation of $51,793 in aggregate principal and unpaid accrued interest. The terms and conditions of the offering were identical to all other investors in the offering and his investment was approved by the Audit Committee of the Board of Directors.

The Audit Committee of the Board of Directors, comprised of independent directors, reviews and approves all related party transactions. The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties.