| || ||● ||On January 28, 2022, Spencer Clarke Management LLC exercised 1,600,000
warrants for Company common stock at an exercise price of $.01 per share. 360,000 of these warrants were earned by the recipient
in February 2021 and the balance of 1,240,000 in April of 2021 as a result of Spencer Clarke assisting the Company in successfully closing
the Company’s Class B Preferred financing round that month. The recipient accepted these warrants in lieu of a cash retainer
for services rendered.
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On January 20, 2022, the Company entered into an Agreement For Shareholder Lock-Up And Acquisition of Warrants (the “Lock-Up Agreement”), with its Chairman, CEO and largest shareholder, Sean Folkson. For purposes of the Lock-Up Agreement, Mr. Folkson is the direct or indirect owner of 16,776,644 share of the Company’s common stock (the “Shares”), and Mr. Folkson has agreed to not transfer, sell, or otherwise dispose of any Shares through February 4, 2023. The Lock-Up Agreement is substantially similar to, and serves as an extension of, the lock-up agreement currently in place between the Company and Mr. Folkson, which expired in accordance with its terms on February 4, 2022.
The Lock-Up Agreement further provides, in exchange for the agreement to lock up the Shares, that Mr. Folkson shall receive warrants to acquire 400,000 shares of Company common stock at an exercise price of $.30 per share, which warrants carry a twelve month term and a cashless provision, and will expire if not exercised within the twelve month term.