Restated 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 the Termination Date 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 The S-1 was withdrawn at the request of the SEC, effective February 28, 2017;

2.          The Convertible Promissory Note  issued under the SPA  in the amount of $100,000 issued to Blackbridge  to cover the expenses of the S-1 and related matters remains in full force and effect as of the date hereof.

3.          The $150,000 Convertible Promissory Note issued under the SPA as the Commitment Fee shall be deemed terminated effective as of the Termination Date of the  SPA.