Termination Agreement dated as of March 1, 2017 between the Company and Blackbridge Capital Growth Fund

1.     the SPA shall be deemed null and void and will be deemed terminated as of March 1, 2017 (the "Termination") because the continued processing of a Registration Statement on Form S-1 ("S-1"), contemplated by SPA would not be occur because of technical issues raised by the SEC. The S-1 was withdrawn at the request of the SEC, effective February 28, 2017; and

2.     The $150,000 Convertible Promissory Note issued under the SPA as the Commitment Fee ["Fee Note"] remains in full force and effect notwithstanding the Termination because the Fee Note, per the terms thereof , was deemed fully earned as of November 2, 2016, the date of issuance, regardless of whether any drawdowns were ever made under the SPA, or otherwise.