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Note 2 – Financial Condition, Going Concern and Management Plans

Each Series D Unit will have a purchase price of $1.00 per Unit, with each Unit consisting of one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share, one warrant to purchase 2.1 shares of the Company's Common Stock at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant to purchase 2.1 shares of Common.

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