Common use of Plan of Distribution Clause in Contracts

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock shares of common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares of common stock under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock shares of common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock shares of common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock shares of common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stockcommon stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock shares of common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB SEARCHLIGHT MINERALS CORP.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets __________ or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD NASDR IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BEXHIBIT B OTHER DISCLOSURES See attachment provided separately.

Plan of Distribution. Each Selling Stockholder Shareholder (the “Selling StockholdersShareholder”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder Shareholder may use any one or more of the following methods when selling sharessecurities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● in transactions through broker-dealers may that agree with the Selling Stockholders Shareholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders Shareholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders Shareholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders Shareholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 24402121; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440FINRA Rule 2121. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders Shareholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders Shareholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder Shareholders has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be deemed resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the shares of Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the shares of the Common Stock by the Selling Stockholders Shareholders or any other person. We will make copies of this prospectus available to the Selling Stockholders Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) selling stockholder of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC NASDAQ Capital Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder selling stockholder may use any one or more of the following methods when selling shares: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)amended, if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities ActAct of 1933, as amended. Each Selling Stockholder selling stockholder has informed the Company us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stockcommon stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is We are required to pay certain fees and expenses incurred by the Company us incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct of 1933, as amended. Because Selling Stockholders selling stockholders may be deemed to be “underwriters” within the meaning of the Securities ActAct of 1933, as amended, they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholdersselling stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange ActAct of 1934, as amended, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders selling stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities ActAct of 1933, as amended). Annex B

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The selling stockholders and any of their pledgees, donees, transferees, assignees and or other successors-in-interest may, from time to time, sell sell, transfer or otherwise dispose of any or all of their shares of Common Stock common stock or interests in shares of common stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling sharesdisposing of the shares or interests therein: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • through brokers, dealers or underwriters that may act solely as agents; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • through the writing or settlement of short sales options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise; ● • broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of saledisposition; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “amended, or Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, butif they default in the performance of their secured obligations, except the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as set forth selling stockholders under this prospectus. Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this Prospectusprospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a selling stockholder that a donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the case transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440this prospectus. In connection with the sale of the Common Stock shares of common stock or interests thereinin shares of common stock, the Selling Stockholders selling stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of common stock short after the Common Stock short effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed The maximum commission or discount to be received by any member of the Company that it does not have any written Financial Industry Regulatory Authority (FINRA) or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any independent broker-dealer receive feeswill not be greater than 8% of the initial gross proceeds from the sale of any security being sold. We have advised the selling stockholders that they are required to comply with Regulation M promulgated under the Securities and Exchange Act during such time as they may be engaged in a distribution of the shares. The foregoing may affect the marketability of the common stock. The aggregate proceeds to the selling securityholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, commissions and markups whichif any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the aggregate, would exceed eight percentproceeds from this offering. The Company is We are required to pay certain all fees and expenses incurred by the Company incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act or otherwise. We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (a) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (b) the date on which the shares of common stock covered by this prospectus may be sold by non-affiliates without any volume limitations or pursuant to Rule 144 of the Securities Act. Because Selling Stockholders may * * * The undersigned has reviewed the Plan of Distribution set forth above and does not have a present intention of effecting a sale in a manner not described therein. Agree Disagree (If left blank, response will be deemed to be “underwriters” within Agree”.) The undersigned hereby represents that the meaning of undersigned understands, pursuant to Interpretation A.65 in the Securities Actand Exchange Commission, they will be subject to Division of Corporation Finance, Manual of Publicly Available Telephone Interpretations dated July 1997, a copy of which is attached hereto as Exhibit 1, that the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares undersigned may not be sold unless they have been registered or qualified for make any short sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time effectiveness of the sale (including by compliance with Rule 172 Registration Statement, and further covenants to the Company that the undersigned will not engage in any short sales of such stock to be registered under the Securities Act). Annex BRegistration Statement prior to its effectiveness.

Plan of Distribution. Each The Selling Stockholder (the “Selling Stockholders”) of the Common Stock Stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A The Selling Stockholder Stockholders may use any one or more of the following methods when selling shares: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● • broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of sale; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares do not expect these commissions and discounts to exceed what is customary in the types of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction)involved. The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each The Selling Stockholder has Stockholders have informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain all fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock selling shareholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock Ordinary Shares represented by ADSs covered by this prospectus on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder selling shareholder may use any one or more of the following methods when selling sharessecurities: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● · in transactions through broker-dealers may that agree with the Selling Stockholders selling shareholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders selling shareholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling shareholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling shareholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders selling shareholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling shareholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder selling shareholders has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be deemed resold by the selling shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock ADSs for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock ADSs by the Selling Stockholders selling shareholders or any other person. We will make copies of this prospectus available to the Selling Stockholders selling shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their The selling stockholders, which as used herein includes donees, pledgees, assignees and transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell sell, transfer or otherwise dispose of any or all of their shares of Common Stock common stock or interests in shares of common stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling sharesdisposing of shares or interests therein: ● – ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● – block trades in which the broker-dealer will attempt to sell the shares as agent agent, but may position and resell a portion of the block as principal to facilitate the transaction; ● – purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● – an exchange distribution in accordance with the rules of the applicable exchange; ● – privately negotiated transactions; ● settlement of – short sales entered into effected after the effective date of the registration statement of which this prospectus Prospectus is a partpart is declared effective by the SEC; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● – through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● – broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; – a combination of any such methods of sale; or ● and – any other method permitted pursuant to by applicable law. The Selling Stockholders selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may also offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 144 under 424(b)(3) or other applicable provision of the Securities Act amending the list of 1933selling stockholders to include the pledgee, transferee or other successors in interest as amended (the “Securities Act”), if available, rather than selling stockholders under this prospectus. Broker-dealers engaged by The selling stockholders also may transfer the Selling Stockholders may arrange for shares of common stock in other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectuscircumstances, in which case the case transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440this prospectus. In connection with the sale of the Common Stock our common stock or interests therein, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock our common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule. The selling stockholders and any underwriters, broker-dealers or agents that are involved participate in selling the shares sale of the common stock or interests therein may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such salesAct. In such eventAny discounts, commissions, concessions or profit they earn on any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts and commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be stockholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act, they Act will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunderAct. To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus. In additionorder to comply with the securities laws of some states, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under if applicable, the Securities Act common stock may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold these jurisdictions only through registered or licensed brokers or dealers if required under applicable state securities lawsdealers. In addition, in certain states, some states the shares common stock may not be sold unless they have it has been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement requirements is available and is complied with. Under applicable We have advised the selling stockholders that the anti-manipulation rules and regulations of Regulation M under the Exchange Act, any person engaged Act may apply to sales of shares in the distribution market and to the activities of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distributionselling stockholders and their affiliates. In addition, to the Selling Stockholders will be subject to extent applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Stockholders and have informed them selling stockholders for the purpose of satisfying the prospectus delivery requirements of the need to deliver a copy of this prospectus to each purchaser at or prior to Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the time sale of the sale (shares against certain liabilities, including by compliance with Rule 172 liabilities arising under the Securities Act). Annex BWe have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus. We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with such registration statement or (2) the date on which all of the shares may be sold without restriction within a ninety (90) day period pursuant to Rule 144 of the Securities Act.

Plan of Distribution. Each Selling Stockholder Securityholder (the “Selling StockholdersSecurityholder”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder Securityholder may use any one or more of the following methods when selling sharessecurities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● in transactions through broker-dealers may that agree with the Selling Stockholders Securityholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders Securityholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders Securityholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders Securityholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 24402121; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440FINRA Rule 2121. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders Securityholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders Securityholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder Securityholders has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be deemed resold by the Selling Securityholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the shares of Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the shares of the Common Stock by the Selling Stockholders Securityholders or any other person. We will make copies of this prospectus available to the Selling Stockholders Securityholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) selling stockholder of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets NASDAQ Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder selling stockholder may use any one or more of the following methods when selling shares: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)amended, if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 24402121; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440FINRA Rule 2121.02. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities ActAct of 1933, as amended. Each Selling Stockholder selling stockholder has informed the Company us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stockcommon stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is We are required to pay certain fees and expenses incurred by the Company us incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct of 1933, as amended. Because Selling Stockholders selling stockholders may be deemed to be “underwriters” within the meaning of the Securities ActAct of 1933, as amended, they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholdersselling stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange ActAct of 1934, as amended, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders selling stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities ActAct of 1933, as amended). Annex B

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their The selling stockholders, which as used herein includes donees, pledgees, assignees and transferees, or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution, or other transfer, may, from time to time, sell sell, transfer, or otherwise dispose of any or all of their shares of Common Stock common stock or interests in shares of common stock on the OTC Markets or any other stock exchange, market market, or trading facility on which the shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling sharesdisposing of shares or interests therein: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent agent, but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● settlement of · short sales entered into effected after the effective date of the registration statement of which this prospectus Prospectus is a partpart is declared effective by the SEC; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; · a combination of any such methods of sale; or ● and · any other method permitted pursuant to by applicable law. The Selling Stockholders selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may also offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 144 under 424(b)(3) or other applicable provision of the Securities Act amending the list of 1933selling stockholders to include the pledgee, transferee or other successors in interest as amended (the “Securities Act”), if available, rather than selling stockholders under this prospectus. Broker-dealers engaged by The selling stockholders also may transfer the Selling Stockholders may arrange for shares of common stock in other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectuscircumstances, in which case the case transferees, pledges, or other successors in interest will be the selling beneficial owners for purposes of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440this prospectus. In connection with the sale of the Common Stock our common stock or interests therein, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock our common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, as amended, provided that they meet the criteria and any conform to the requirements of that rule. Any underwriters, broker-dealers dealers, or agents that are involved participate in selling the shares sale of the common stock or interests therein may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such salesAct. In such eventAny discounts, commissions, concessions, or profit they earn on any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts and commissions or discounts under the Securities Act. Each Selling Stockholder has informed To the Company extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agent, dealer, or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stockincludes this prospectus. In no event shall order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with. We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer receive fees, commissions and markups which, that participates in transactions involving the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration sale of the sharesshares against certain liabilities, including liabilities arising under the Securities Act. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct and state securities laws, relating to the registration of the shares offered by this prospectus. Because Selling Stockholders We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be deemed sold without restriction pursuant to be “underwriters” within the meaning Rule 144 of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets Nasdaq Stock Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer broker‑dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● • in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares securities by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares securities of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B

Plan of Distribution. Each Selling Stockholder Securityholder (the “Selling StockholdersSecurityholder”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder Securityholder may use any one or more of the following methods when selling sharessecurities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● in transactions through broker-dealers may that agree with the Selling Stockholders Securityholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders Securityholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders Securityholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders Securityholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 24402121; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440FINRA Rule 2121. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders Securityholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders Securityholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder Securityholders has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be deemed resold by the Selling Securityholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the shares of Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the shares of the Common Stock by the Selling Stockholders Securityholders or any other person. We will make copies of this prospectus available to the Selling Stockholders Securityholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● · in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders may be deemed without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● • broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD NASDR IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB VERSO TECHNOLOGIES, INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Verso Technologies, Inc., a Minnesota corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address following address: Verso Technologies Inc., 400 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000-0000, Attn: Chief Financial Officer. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders may be deemed without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The selling stockholders and any of their pledgees, donees, transferees, assignees and or other successors-in-interest may, from time to time, sell sell, transfer or otherwise dispose of any or all of their shares of Common Stock common stock or interests in shares of common stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling sharesdisposing of the shares or interests therein: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • through brokers, dealers or underwriters that may act solely as agents; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • through the writing or settlement of short sales options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise; ● • broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of saledisposition; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “amended, or Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, butif they default in the performance of their secured obligations, except the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as set forth selling stockholders under this prospectus. Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this Prospectusprospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a selling stockholder that a donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the case transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440this prospectus. In connection with the sale of the Common Stock shares of common stock or interests thereinin shares of common stock, the Selling Stockholders selling stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of common stock short after the Common Stock short effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed The maximum commission or discount to be received by any member of the Company that it does not have any written Financial Industry Regulatory Authority (FINRA) or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any independent broker-dealer receive feeswill not be greater than 8% of the initial gross proceeds from the sale of any security being sold. We have advised the selling stockholders that they are required to comply with Regulation M promulgated under the Securities and Exchange Act during such time as they may be engaged in a distribution of the shares. The foregoing may affect the marketability of the common stock. The aggregate proceeds to the selling securityholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, commissions and markups whichif any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the aggregate, would exceed eight percentproceeds from this offering. The Company is We are required to pay certain all fees and expenses incurred by the Company incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex Botherwise.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) selling stockholder of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets [NAME OF PRINCIPAL TRADING MARKET] or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder selling stockholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)amended, if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities ActAct of 1933, as amended. Each Selling Stockholder selling stockholder has informed the Company us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stockcommon stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is We are required to pay certain fees and expenses incurred by the Company us incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct of 1933, as amended. Because Selling Stockholders selling stockholders may be deemed to be “underwriters” within the meaning of the Securities ActAct of 1933, as amended, they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholdersselling stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange ActAct of 1934, as amended, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders selling stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities ActAct of 1933, as amended). Annex BB WAXESS HOLDINGS, INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Waxess Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder Except as set forth below, the undersigned (including its donees, distributees or pledgees) intends to distribute the “Selling Stockholders”) of Registrable Securities listed above in Item 3 pursuant to the Common Stock and any of their pledgees, assignees and successors-in-interest may, Registration Statement only as follows (if at all). Such Registrable Securities may be sold from time to timetime directly by the undersigned or, sell alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for any related underwriting discounts or all of their shares of Common Stock on the OTC Markets commissions or any other stock exchange, market or trading facility on which the shares are traded or in private transactionsagents’ commissions. These sales Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. A Selling Stockholder The selling stockholders may use any sell their shares by one or more of or a combination of the following methods when selling sharesmethods: ● (i) purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; (ii) ordinary brokerage transactions and transactions in which the broker-dealer broker solicits purchasers; ● (iii) block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker(iv) an over-dealer as principal and resale by the brokerthe-dealer for its account; ● an exchange counter distribution in accordance with the rules of the applicable exchangeNasdaq Global Market; ● (v) in privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of and (vi) in options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders undersigned may also sell shares under Rule 144 under the Registrable Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and Exhibit A to the Registration Rights Agreement deliver these securities Registrable Securities to close out their short positions, or loan or pledge the Common Stock Registrable Securities to broker-dealers that in turn may sell these such securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and State any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. exceptions here: Note: In no event shall any broker-dealer receive fees, commissions and markups which, in will such method(s) of distribution take the aggregate, would exceed eight percentform of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company is required undersigned acknowledges its obligation to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection comply with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunderthereunder relating to stock manipulation, including particularly Regulation MM thereunder (or any successor rules or regulations), which may limit in connection with any offering of Registrable Securities pursuant to the timing Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of purchases and sales of shares such provisions. In the event that the Selling Securityholder transfers all or a portion of the Common Stock by Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the Selling Stockholders or any other person. We will make copies of this prospectus available Securityholder agrees to notify the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser transferee(s) at or prior to the time of the sale (including by compliance with Rule 172 transfer of its rights and obligations under this Questionnaire and the Registration Rights Agreement. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Securityholder against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective, including, without limitation, any change in the undersigned’s beneficial ownership of Registrable Securities. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing to the Selling Securityholder at the address set forth in Section 2 above, and to the Company at the address set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 above and the inclusion of such Exhibit A to the Registration Rights Agreement information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. Once this Questionnaire is executed by the Selling Securityholder and delivered to the Company, the terms of this Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities Actbeneficially owned by such Selling Securityholder and listed in Item 3 above). Annex BThis Agreement shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Each The Selling Stockholder (the “Selling Stockholders”) of the Common Stock Stockholders and any of their pledgees, donees, transferees, assignees and or other successors-in-interest may, from time to time, sell sell, transfer or otherwise dispose of any or all of their shares of Common Stock or Preferred Stock (“Shares”) or interests in Shares on the OTC Markets or any other stock exchange, market or trading facility on which the shares Shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices, except to the extent limited by Rule 415(a)(4) promulgated under the Securities Act. A The Selling Stockholder Stockholders may use any one or more of the following methods when selling sharesdisposing of the Shares or interests therein: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part• through collared hedging transactions, whether through an options exchange or otherwise; ● • broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares Shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of saledisposition; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares Shares under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharesShares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, butif they default in the performance of their secured obligations, except the pledgees or secured parties may offer and sell Shares from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as set forth Selling Stockholders under this prospectus. Upon the Company being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this Prospectusprospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of Shares involved, (iii) the price at which such Shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledge intends to sell more than 500 Shares, a supplement to this prospectus will be filed if then required in accordance with applicable securities law. The Selling Stockholders also may transfer the Shares in other circumstances, in which case the case transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440this prospectus. In connection with the sale of the Common Stock Shares or interests thereinin Shares, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares Shares offered by this prospectus, which shares Shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers may enter into derivative transactions with third parties, or agents that are involved sell securities not covered by this prospectus to third parties in selling privately negotiated transactions, in each case in collared hedging transactions. If the shares may be deemed to be “underwriters” within the meaning of the Securities Act applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the Selling Stockholders or borrowed from the Selling Stockholders or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from the Selling Stockholders in settlement of those derivatives to close out any related open borrowings of stock. The third party in such salessale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment). In The Company has advised the Selling Stockholders that they are required to comply with Regulation M promulgated under the Exchange Act during such event, any commissions received by such broker-dealers or agents and any profit on the resale time as they may be engaged in a distribution of the shares purchased by them Shares. The foregoing may be deemed to be underwriting commissions or discounts under affect the Securities Act. Each Selling Stockholder has informed marketability of the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentShares. The Company is required to pay certain all fees and expenses incurred by the Company incident to the registration of the sharesShares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct or otherwise. Because The Company has agreed with the Selling Stockholders may be deemed to be “underwriters” within keep the meaning registration statement of which this prospectus constitutes a part effective until such time as all of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for (i) have been disposed of pursuant to and in accordance with the registration statement or in compliance with Rule 144 promulgated under the Securities Act or (ii) are eligible to be sold by the holder thereof without any volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 promulgated under the Securities Act, bear no legend restricting the transfer thereof and bear an unrestricted CUSIP number (if held in global form). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● • ordinary brokerage transactions and transactions in which the broker-dealer broker‑dealer solicits purchasers; ● • block trades in which the broker-dealer broker‑dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer broker‑dealer as principal and resale by the broker-dealer broker‑dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● broker-dealers may • in transactions through broker‑dealers that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers Broker‑dealers engaged by the Selling Stockholders may arrange for other brokers or dealers brokers‑dealers to participate in sales. Broker-dealers Broker‑dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer broker‑dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders may be deemed without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● • ordinary brokerage transactions and transactions in which the broker-dealer broker‑dealer solicits purchasers; ● • block trades in which the broker-dealer broker‑dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer broker‑dealer as principal and resale by the broker-dealer broker‑dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● broker-dealers may • in transactions through broker‑dealers that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers Broker‑dealers engaged by the Selling Stockholders may arrange for other brokers or dealers brokers‑dealers to participate in sales. Broker-dealers Broker‑dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer broker‑dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders may be deemed without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each The Selling Stockholder Shareholder (the “Selling StockholdersShareholder”) of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A The Selling Stockholder Shareholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders Shareholder to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders Shareholder may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders Shareholder may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders Shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares Shareholder is an underwriter within the meaning of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders Securities Act and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each The Selling Stockholder Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall Pursuant to a requirement by the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to SEC Rule 415 under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the Selling Shareholder. The Selling Shareholder may agree to indemnify any agent, dealer or broker-dealer receive fees, commissions and markups which, that participates in transactions involving sales of the aggregate, would exceed eight percentshares if liabilities are imposed on that person under the Securities Act. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders Shareholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because We estimate that the expenses of the offering to be borne by us will be approximately $____. We will not receive any proceeds from the resale of any of the shares of our common stock by the Selling Stockholders Shareholder. We may, however, receive proceeds from the sale of our common stock under the Securities Purchase Agreement. Neither the Securities Purchase Agreement nor any rights of the parties under the Securities Purchase Agreement may be deemed assigned or delegated to be any other person. Because the Selling Shareholder is an “underwritersunderwriter” within the meaning of the Securities Act, they it will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling StockholdersShareholder. We agreed to keep this prospectus effective until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for us to be in compliance with the current public information requirement under Rule 144 or (II) we are in compliance with the current public information requirement under Rule 144, or (iii) the commitment period under the Securities Purchase Agreement has expired and no registrable securities are then held of record by the Selling Shareholder that are subject to any resale restriction under Rule 144, as determined by our counsel in a written opinion letter to such effect, addressed and acceptable to the transfer agent and the affected Selling Shareholder. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders Shareholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders Shareholder or any other person. We will make copies of this prospectus available to the Selling Stockholders Shareholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act)sale. [NOTE THAT THIS ANNEX MAY UNDERGO FURTHER REVISION IN ORDER TO TAKE INTO ACCOUNT OTHER SECURITIES BEING INCLUDED UNDER THE SAME REGISTRATION STATEMENT] Annex BB TITAN IRON ORE CORP.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their pledgees, assignees and successors-in-interest may, The securities covered by this prospectus may be sold from time to time, sell any at market prices prevailing at the time of sale, at prices related to market prices, at a fixed price or all of their shares of Common Stock on the OTC Markets prices subject to change or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder , by a variety of methods including the following: • in the over-the-counter market; • in privately negotiated transactions; • through broker-dealers, who may use any act as agents or principals; • through one or more of the following methods when selling shares: ● ordinary brokerage transactions and transactions underwriters on a firm commitment or best-efforts basis; • in a block trade in which the broker-dealer solicits purchasers; ● block trades in which the a broker-dealer will attempt to sell the shares a block of securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • directly to one or more purchasers; • through agents; • in “at the market offerings” to or through a market maker or into an existing trading market, or a securities exchange or otherwise; or • in any combination of the above. In effecting sales, brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Broker-dealer transactions may include: • purchases of the securities by a broker-dealer as principal and resale resales of the securities by the broker-dealer for its accountaccount pursuant to this prospectus; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated • ordinary brokerage transactions; ● settlement of short sales entered into after or • transactions in which the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for solicits purchasers on a best efforts basis. We may change the purchaser price of sharesthe securities offered from time to time. Offers to purchase securities may be solicited directly by us and the sale thereof may be made by us directly to institutional investors or others. In this case, no underwriters or agents would be involved. We may use electronic media, including the Internet, to sell offered securities directly. We, or agents designated by us, may directly solicit, from time to time, offers to purchase the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to Any such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares agent may be deemed to be “underwriters” within the meaning of the Securities Act an underwriter as that term is defined in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have We will name any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, agents involved in the aggregateoffer or sale of the securities and describe any commissions payable by us to these agents in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, would exceed eight percentthese agents will be acting on a best efforts basis for the period of their appointment. The Company is required agents may be entitled under agreements which may be entered into with us to pay certain fees and expenses incurred indemnification by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders us against certain losses, claims, damages and specific civil liabilities, including liabilities under the Securities Act. Because Selling Stockholders The agents may also be deemed our customers or may engage in transactions with or perform services for us in the ordinary course of business. If we utilize any underwriters in the sale of the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement with those underwriters at the time of sale to them. We will set forth the names of these underwriters and the terms of the transaction in the prospectus supplement, which will be “underwriters” within used by the meaning underwriters to make resales of the securities in respect of which this prospectus is delivered to the public. We may indemnify the underwriters under the relevant underwriting agreement against specific liabilities, including liabilities under the Securities Act. The underwriters or their affiliates may be customers of, they may engage in transactions with and may perform services for us or our affiliates in the ordinary course of business. If we utilize a dealer in the sale of the securities in respect of which this prospectus is delivered, we will sell those securities to the dealer, as principal. The dealer may then resell those securities to the public at varying prices to be determined by the dealer at the time of resale. We may indemnify the dealers against specific liabilities, including liabilities under the Securities Act. The dealers or their affiliates may also be our customers or may engage in transactions with, or perform services for us in the ordinary course of business. We may offer the common stock covered by this prospectus into an existing trading market on the terms described in the prospectus supplement relating thereto. Underwriters, dealers and agents who participate in any at-the-market offerings will be subject to described in the prospectus delivery requirements supplement relating thereto. A prospectus and accompanying prospectus supplement in electronic form may be made available on the web sites maintained by the underwriters. The underwriters may agree to allocate a number of securities for sale to their online brokerage account holders. Such allocations of securities for internet distributions will be made on the Securities Act including Rule 172 thereundersame basis as other allocations. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold by the underwriters to securities dealers who resell securities to online brokerage account holders. In compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement. To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. The place and time of delivery for the securities in respect of which this prospectus is delivered will be set forth in the accompanying prospectus supplement. In connection with offerings of securities under Rule 144 rather than under the registration statement of which this prospectusprospectus forms a part and in compliance with applicable law, underwriters, brokers or dealers may engage in transactions that stabilize or maintain the market price of the securities at levels above those that might otherwise prevail in the open market. There is no underwriter Specifically, underwriters, brokers or coordinating broker acting dealers may over-allot in connection with offerings, creating a short position in the proposed sale securities for their own accounts. For the purpose of covering a syndicate short position or stabilizing the price of the resale shares by securities, the Selling Stockholders. The shares will be sold only through registered or licensed underwriters, brokers or dealers if required under applicable state may place bids for the securities lawsor effect purchases of the securities in the open market. In addition, in certain statesFinally, the shares underwriters may not be sold unless they have been registered impose a penalty whereby selling concessions allowed to syndicate members or qualified other brokers or dealers for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares securities in offerings may not simultaneously engage be reclaimed by the syndicate if the syndicate repurchases previously distributed securities in transactions to cover short positions, in stabilization transactions or otherwise. These activities may stabilize, maintain or otherwise affect the market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement price of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation Msecurities, which may limit be higher than the timing of purchases and sales of shares of price that might otherwise prevail in the Common Stock by the Selling Stockholders or open market, and, if commenced, may be discontinued at any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex Btime.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their The selling stockholders, which as used herein includes donees, pledgees, assignees and transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell sell, transfer or otherwise dispose of any or all of their shares of Common Stock common stock or interests in shares of common stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling sharesdisposing of shares or interests therein: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent agent, but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● settlement of • short sales entered into effected after the effective date of the registration statement of which this prospectus is a partprospectus; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • through the distribution of the common stock by any selling stockholder to its partners, members or stockholders; • broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; • a combination of any such methods of sale; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell In addition, any shares under covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, may be sold under Rule 144 rather than under this prospectus. Broker-dealers engaged The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (orthem and, if any broker-dealer acts as agent for they default in the purchaser performance of sharestheir secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from the purchaser) in amounts time to be negotiatedtime, butunder this prospectus, except as set forth in a or under an amendment or supplement to this Prospectusprospectus amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the case transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440this prospectus. In connection with the sale of the Common Stock our common stock or interests therein, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock our common stock short and deliver these securities to close out their the short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. The selling stockholders and any broker-dealers or agents that are involved participate in selling the shares may be deemed to be “underwriters” within the meaning sale of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers common stock or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders interests therein may be deemed to be “underwriters” within the meaning of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are deemed to be “underwriters” within the meaning of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunderAct. In additionUnderwriters and their controlling persons, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act dealers and agents may be sold entitled, under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection agreements entered into with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act us and the rules selling stockholder, to indemnification against and regulations thereundercontribution toward specific civil liabilities, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 liabilities under the Securities Act). Annex BTo the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents or dealers, and any applicable discounts, commissions, concessions or other compensation with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

Plan of Distribution. Each Selling Stockholder Except as set forth below, the undersigned (including the “Selling Stockholders”undersigned's donees or pledgees) of intends to distribute the Common Stock and any of their pledgees, assignees and successors-in-interest may, Registrable Securities listed above in Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): Such Registrable Securities may be sold from time to timetime directly by the undersigned or, sell alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the undersigned will be responsible for underwriting discounts or commissions or agents' commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or all of their shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility quotation service on which the shares are traded Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in private transactions. These sales may be at fixed the over-the-counter market, or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● (iv) through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440options. In connection with the sale sales of the Common Stock Registrable Securities or interests thereinotherwise, the Selling Stockholders undersigned may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the Common Stock Registrable Securities in the course of hedging the positions they assume. The Selling Stockholders undersigned may also sell shares of the Common Stock Registrable Securities short and deliver these securities Registrable Securities to close out their short positions, or loan or pledge the Common Stock Registrable Securities to broker-dealers that in turn may sell these such securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and State any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. exceptions here: ________________________________________________________________________________ Note: In no event shall any broker-dealer receive fees, commissions and markups which, in will such method(s) of distribution take the aggregate, would exceed eight percentform of an underwritten offering of the Registrable Securities without the prior written agreement of Impax. The Company is required undersigned acknowledges the undersigned's obligation to pay certain fees comply with the prospectus delivery and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning other provisions of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including particularly Regulation MM (or any successor rules or regulations), which may limit in connection with any offering or sale of Registrable Securities pursuant to the timing Registration Rights Agreement. The undersigned agrees that neither the undersigned nor any person acting on the undersigned's behalf will engage in any transaction in violation of purchases and sales of shares such provisions. If the undersigned transfers all or any portion of the Common Stock by Registrable Securities listed in Item (3) above after the Selling Stockholders or any other person. We will make copies date of this prospectus available Notice and Questionnaire, the undersigned agrees to notify the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser transferee(s) at or prior to the time of the sale (including by compliance with Rule 172 transfer of such transferee(s) rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. The undersigned hereby acknowledges the undersigned's obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, Impax has agreed under certain circumstances to indemnify the undersigned against certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify Impax of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while a Shelf Registration Statement remains effective. All notices to the undersigned hereunder and pursuant to the Registration Rights Agreement shall be made in writing to the undersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that the undersigned is the beneficial owner of the Registrable Securities Act)set forth herein, represents that the information provided herein is accurate, consents to the disclosure of the information contained in this Notice and Questionnaire and the inclusion of such information in the Shelf Registration Statement and the related prospectus. Annex BThe undersigned understands that Impax will rely on such information in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus and any filing of a new Shelf Registration Statement. Once this Notice and Questionnaire is executed by the undersigned and received by Impax, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of Impax and the undersigned beneficial owner. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD NASDR IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups whichthat, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB SOUTHWEST CASINO CORPORATION Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Southwest Casino Corporation, a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● • in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares of Common Stock covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB FIBROCELL SCIENCE, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Fibrocell Science, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) selling stockholder of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets The NASDAQ Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder selling stockholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)amended, if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities ActAct of 1933, as amended. Each Selling Stockholder selling stockholder has informed the Company us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stockcommon stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is We are required to pay certain fees and expenses incurred by the Company us incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct of 1933, as amended. Because Selling Stockholders selling stockholders may be deemed to be “underwriters” within the meaning of the Securities ActAct of 1933, as amended, they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholdersselling stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange ActAct of 1934, as amended, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders selling stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities ActAct of 1933, as amended). Annex BB Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Majesco Entertainment Company, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets __________ or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD NASDR IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BEXHIBIT B OTHER DISCLOSURES See attachment provided separately.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) selling stockholder of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets [NAME OF PRINCIPAL TRADING MARKET] or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder selling stockholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)amended, if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities ActAct of 1933, as amended. Each Selling Stockholder selling stockholder has informed the Company us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stockcommon stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is We are required to pay certain fees and expenses incurred by the Company us incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct of 1933, as amended. Because Selling Stockholders selling stockholders may be deemed to be “underwriters” within the meaning of the Securities ActAct of 1933, as amended, they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholdersselling stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange ActAct of 1934, as amended, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders selling stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities ActAct of 1933, as amended). Annex BB TONIX PHARMACEUTICALS HOLDING CORP. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The selling stockholders and any of their pledgees, donees, transferees, assignees and or other successors-in-interest may, from time to time, sell sell, transfer or otherwise dispose of any or all of their shares of Common Stock common stock or interests in shares of common stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling sharesdisposing of the shares or interests therein: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • through brokers, dealers or underwriters that may act solely as agents; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • through the writing or settlement of short sales options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise; ● • broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of saledisposition; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “amended, or Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, butif they default in the performance of their secured obligations, except the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as set forth selling stockholders under this prospectus. Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this Prospectusprospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a selling stockholder that a donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the case transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440this prospectus. In connection with the sale of the Common Stock shares of common stock or interests thereinin shares of common stock, the Selling Stockholders selling stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of common stock short after the Common Stock short effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed The maximum commission or discount to be received by any member of the Company that it does not have any written Financial Industry Regulatory Authority (FINRA) or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any independent broker-dealer receive feeswill not be greater than 8% of the initial gross proceeds from the sale of any security being sold. We have advised the selling stockholders that they are required to comply with Regulation M promulgated under the Securities and Exchange Act during such time as they may be engaged in a distribution of the shares. The foregoing may affect the marketability of the common stock. The aggregate proceeds to the selling security holders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, commissions and markups whichif any. Each of the selling security holders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the aggregate, would exceed eight percentproceeds from this offering. The Company is We are required to pay certain all fees and expenses incurred by the Company incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct or otherwise. Because Selling Stockholders We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (a) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement, (b) the date on which the shares of common stock covered by this prospectus may be deemed to be “underwriters” within sold without any manner of sale or volume restrictions or the meaning of the Securities Act, they will be subject to the prospectus delivery requirements current public information requirement under Rule 144 of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex Bc) [Date].

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The selling stockholders and any of their pledgees, donees, transferees, assignees and or other successors-in-interest may, from time to time, sell sell, transfer or otherwise dispose of any or all of their shares of Common Stock common stock or interests in shares of common stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling sharesdisposing of the shares or interests therein: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • through brokers, dealers or underwriters that may act solely as agents; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • through the writing or settlement of short sales options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise; ● • broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of saledisposition; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “amended, or Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, butif they default in the performance of their secured obligations, except the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as set forth selling stockholders under this prospectus. Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this Prospectusprospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a selling stockholder that a donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the case transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440this prospectus. In connection with the sale of the Common Stock shares of common stock or interests thereinin shares of common stock, the Selling Stockholders selling stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of common stock short after the Common Stock short effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed The maximum commission or discount to be received by any member of the Company that it does not have any written Financial Industry Regulatory Authority (FINRA) or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any independent broker-dealer receive feeswill not be greater than 8% of the initial gross proceeds from the sale of any security being sold. We have advised the selling stockholders that they are required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, commissions and markups whichas amended, during such time as they may be engaged in a distribution of the shares. The foregoing may affect the marketability of the common stock. The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the aggregate, would exceed eight percentproceeds from this offering. The Company is We are required to pay certain all fees and expenses incurred by the Company incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct or otherwise. Because Selling Stockholders We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (a) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (b) the date on which the shares of common stock covered by this prospectus may be deemed sold or transferred by non-affiliates without any volume limitations or pursuant to be “underwriters” within the meaning Rule 144 of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “"Selling Stockholders”") of the Common Stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● ☐ ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● ☐ block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● ☐ purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● ☐ an exchange distribution in accordance with the rules of the applicable exchange; ● ☐ privately negotiated transactions; ● ☐ settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● ☐ broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● ☐ through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● ☐ a combination of any such methods of sale; or ● ☐ any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended 1933 (the “"Securities Act”"), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “"underwriters” " within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “"underwriters” " within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● • in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders may be deemed without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB NANOSPHERE, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Nanosphere, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each The Selling Stockholder (the “Selling Stockholders”) of the Common Stock Stockholders and any of their pledgees, donees, transferees, assignees and or other successors-in-interest may, from time to time, sell sell, transfer or otherwise dispose of any or all of their shares of Common Stock (“Shares”) or interests in Shares on the OTC Markets or any other stock exchange, market or trading facility on which the shares Shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. A The Selling Stockholder Stockholders may use any one or more of the following methods when selling sharesdisposing of the Shares or interests therein: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such Shares at a stipulated price per share; a combination of any such methods of saledisposition; or ● and any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares Shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharesShares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement . The Selling Stockholders do not expect these commissions and discounts to this Prospectus, exceed what is customary in the case types of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assumeinvolved. The Selling Stockholders may also sell shares from time to time pledge or grant a security interest in some or all of the Common Stock short Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and deliver these securities sell Shares from time to close out their short positionstime under this prospectus, or loan under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. Upon the Company being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of Shares involved, (iii) the price at which such Shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledge the Common Stock intends to broker-dealers that sell more than 500 Shares, a supplement to this prospectus will be filed if then required in turn may sell these securitiesaccordance with applicable securities law. The Selling Stockholders also may also enter into option transfer the Shares in other circumstances, in which case the transferees, pledgees or other transactions with broker-dealers or other financial institutions or successors in interest will be the creation selling beneficial owners for purposes of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Company has advised the Selling Stockholders and any broker-dealers or agents that they are involved in selling the shares may be deemed required to be “underwriters” within the meaning of the Securities Act in connection comply with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts Regulation promulgated under the Securities Actand Exchange Act during such time as they may be engaged in a distribution of the Shares. Each Selling Stockholder has informed The foregoing may affect the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute marketability of the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentShares. The Company is required to pay certain all fees and expenses incurred by the Company incident to the registration of the sharesShares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct or otherwise. Because The Company has agreed with the Selling Stockholders may be deemed to be “underwriters” within keep the meaning registration statement of which this prospectus constitutes a part effective until such time as all of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for (i) have been disposed of pursuant to and in accordance with the registration statement or in compliance with Rule 144 of the Securities Act or (ii) are eligible to be sold by the holder thereof without any volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged bear no legend restricting the transfer thereof and bear an unrestricted CUSIP number (if held in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Actglobal form). Annex BDISCLOSURE SCHEDULE of UNIFY CORPORATION a Delaware Corporation

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares securities by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares securities of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB METASTAT, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of METASTAT, INC., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The shares covered by this prospectus may be offered and any of their pledgees, assignees and successors-in-interest may, sold from time to timetime by the selling stockholders. The term “selling stockholder” includes pledgees, sell donees, transferees or other successors in interest selling shares received after the date of this prospectus from each selling stockholder as a pledge, gift, partnership distribution or other sale in any privately negotiated transaction, or all non-sale related transfer. The number of shares beneficially owned by a selling stockholder will decrease as and when it effects any such transfers. The plan of distribution for the selling stockholders’ shares sold hereunder will otherwise remain unchanged, except that the transferees, pledgees, donees or other successors will be selling stockholders hereunder. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan of distribution. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling stockholders may make these sales at prices and under terms then prevailing or at prices related to the then current market price. The selling stockholders may also make sales in negotiated transactions. The selling stockholders may offer their shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any from time to time pursuant to one or more of the following methods when selling sharesmethods: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • one or more block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • public or privately negotiated transactions; ● settlement of short sales entered into after • on the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● New York Stock Exchange, American Stock Exchange or NASDAQ Global Market (or through the writing or settlement facilities of options or other hedging transactions, whether through an options any national securities exchange or otherwiseU.S. inter-dealer quotation system of a registered national securities association, on which the shares are then listed, admitted to unlisted trading privileges or included for quotation); ● • through underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers; • to cover short sales; • a combination of any such methods of sale; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale distributions of the Common Stock shares or interests thereinotherwise, the Selling Stockholders may selling stockholders may: • enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock shares in the course of hedging the positions they assume. The Selling Stockholders may also ; • sell the shares of the Common Stock short and deliver these securities redeliver the shares to close out their such short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also ; • enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution them of shares offered by this prospectus, which they may in turn resell; and • pledge shares such to a broker-dealer or other financial institution institution, which, upon a default, they may resell in turn resell. In addition to the foregoing methods, the selling stockholders may offer their shares from time to time in transactions involving principals or brokers not otherwise contemplated above, in a combination of such methods or described above or any other lawful methods. The selling stockholders may also transfer, donate or assign their shares to lenders, family members and others and each of such persons will be deemed to be a selling stockholder for purposes of this prospectus. The selling stockholders or their successors in interest may from time to time pledge or grant a security interest in some or all of the shares of common stock, and if the selling stockholders default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from to time under this prospectus; provided however in the event of a pledge or then default on a secured obligation by the selling stockholder, in order for the shares to be sold under this registration statement, unless permitted by law, we must distribute a prospectus supplement and/or amendment to this registration statement amending the list of selling stockholders to include the pledgee, secured party or other successors in interest of the selling stockholder under this prospectus. The selling stockholders may also sell their shares pursuant to Rule 144 under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information concerning the issuer, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding certain limitations in certain circumstances. Sales through brokers may be made by any method of trading authorized by any stock exchange or market on which the shares may be listed or quoted, including block trading in negotiated transactions. Without limiting the foregoing, such brokers may act as dealers by purchasing any or all of the shares covered by this prospectus, either as agents for others or as principals for their own accounts, and reselling such shares pursuant to this prospectus prospectus. The selling stockholders may effect such transactions directly, or indirectly through underwriters, broker-dealers or agents acting on their behalf. In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling stockholders, in amounts to be negotiated immediately prior to the sale (which compensation as supplemented or amended to reflect such transactiona particular broker-dealer might be in excess of customary commissions for routine market transactions). The Selling Stockholders In offering the shares covered by this prospectus, the selling stockholders, and any broker-dealers or agents that are involved in and any other participating broker-dealers who execute sales for the selling the shares stockholders, may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such these sales. In such event, any commissions received Any profits realized by the selling stockholders and the compensation of such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentcommissions. The Company is required to pay certain all fees and expenses incurred by the Company incident to the registration of the sharesshares other than broker fees and commissions. The Company has agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning SCHEDULE 1 The Investors Jurisdiction of Name of Company Address Incorporation United Capital Investments Corp. [ADDRESS] Republic of Liberia Atrion Shipholding S.A. [ADDRESS] The Republic of the Securities Act, they will be subject to the prospectus delivery requirements Xxxxxxxx Islands Plaza Shipholding Corp. [ADDRESS] The Republic of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale Xxxxxxxx Islands Comet Shipholding Inc. [ADDRESS] The Republic of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution Xxxxxxxx Islands EXHIBIT D Form of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BManagement Agreement

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD NASDR IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB BIOMETRX, INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, no par value per share (the “Common Stock”), of bioMETRX, Inc., a _______ corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of April __, 2006 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal trading market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares securities by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares securities of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB TARONIS FUELS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of TARONIS FUELS, INC., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the “Selling Stockholders”) of Transfer Restricted Securities listed above in Item 3 pursuant to the Common Stock and any of their pledgees, assignees and successors-in-interest may, Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Securities may be sold from time to timetime directly by the undersigned or, sell any alternatively, through underwriters, broker-dealers or all agents. If the Transfer Restricted Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents’ commissions. Such Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of their shares sale, at varying prices determined at the time of Common Stock on the OTC Markets sale or any other stock exchange, market or trading facility on which the shares are traded or in private transactionsat negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, • on any national securities exchange or quotation service on which the securities may be listed or quoted at fixed the time of sale; • in the over-the-counter market; • in transactions otherwise than on these exchanges or negotiated prices. A Selling Stockholder may use systems or in the over-the-counter market; 3 Please include any one natural person that, directly or more of the following methods when selling indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: ● (a) voting power which includes the power to vote, or to direct the voting of, such security; and/or, (b) investment power which includes the power to dispose, or to direct the disposition of, the Transfer Restricted Securities held by the Selling Securityholder. • through the writing of options, whether such options are listed on an options exchange or otherwise; • in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • in block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • in purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • in an exchange distribution in accordance with the rules of the applicable exchange; ● • in privately negotiated transactions; ● settlement of • in short sales; • in sales entered into after the effective date of the registration statement of pursuant to Rule 144; • in which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders selling securityholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • in a combination of any such methods of sale; or ● and • in any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if State any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex Bexceptions here: __________________________________________________________________________________________________ __________________________________________________________________________________________________

Plan of Distribution. Each Selling Stockholder selling stockholder (the “Selling Stockholders”) of the Common Stock securities of Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock Company securities covered hereby on the OTC Markets Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares such securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stocksecurities. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares securities by the Selling Stockholders. We agreed to keep this prospectus effective until the earliest of (i) one (1) year from the date the Registration Statement is declared effective by the Commission, (ii) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (iii) the date on which all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares securities of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB Ensysce Biosciences, Inc. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of shares of common stock (the “Registrable Securities”) of ENSYSCE BIOSCIENCES, INC. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) We are registering 5,085,820 shares of our common stock on behalf of the Common Stock selling stockholders. As used in this prospectus, “selling stockholders” includes the selling stockholders named in the table below and any of their pledgees, assignees and donees, transferees or other successors-in-interest selling shares received from a named selling stockholder as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus. The selling stockholders may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets Nasdaq Global Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. A Selling Stockholder selling stockholder may use any one or more of the following methods when selling shares: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersthe purchaser; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● • broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● • a combination of any such methods of sale; • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-broker dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-broker dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Actcommon stock. Because Selling Stockholders selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunderAct. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholdersselling stockholders. We are required to pay certain fees and expenses that we incur incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. We agreed to keep this prospectus effective until the earliest to occur of (i) the date on which the shares may be resold by the selling stockholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect, (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect, and (iii) October 27, 2010. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, a period of two business days prior to the commencement of the distribution. In addition, the Selling Stockholders selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders selling stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale sale. ANNEX B AVALON PHARMACEUTICALS, INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $0.01 per share (including by compliance the “Common Stock”), of Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with Rule 172 under the Securities and Exchange Commission (the “Commission”) the Registration Statement on Form S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of October 27, 2008 (the “Registration Rights Agreement”), among the Company and the Purchaser. Annex BA copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) The selling stockholder of the Common Stock common stock and any of their its pledgees, assignees and successors-in-interest (the “Selling Stockholder”) may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets Nasdaq Global Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-broker dealer solicits purchasers; ● · block trades in which the broker-broker dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-broker dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers broker dealer to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD NASDR IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders YA Global is, and any other Selling Stockholder, broker-dealers dealer or agents agent that are involved in selling the shares may be deemed to be be, an “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because YA Global is, and any other Selling Stockholders Stockholder may be deemed to be be, an “underwritersunderwriter” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasersNoteholders; ● • block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale resales by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● • in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser Noteholder of sharessecurities, from the purchaserNoteholder) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company Corporation that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company Corporation is required to pay certain fees and expenses incurred by the Company Corporation incident to the registration of the sharessecurities. The Company Corporation has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares securities by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Corporation to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares securities of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser Noteholder at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B

Plan of Distribution. Each Selling Stockholder (the “"Selling Stockholders”") of the Common Stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● ☐ ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● ☐ block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● ☐ purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● ☐ an exchange distribution in accordance with the rules of the applicable exchange; ● ☐ privately negotiated transactions; ● ☐ settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● ☐ broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● ☐ through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● ☐ a combination of any such methods of sale; or ● ☐ any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended 1933 (the “"Securities Act”"), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “"underwriters” " within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “"underwriters” " within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of Common Stock (the "Registrable Securities") of Live Current Media, Inc., a Nevada corporation (the "Company"), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933 as amended (the "Securities Act"), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the "Registration Rights Agreement") to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each The Selling Stockholder (the “Selling Stockholders”) of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets [principal Trading Market] or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A The Selling Stockholder may use any one or more of the following methods when selling shares: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● • broker-dealers may agree with the Selling Stockholders Stockholder to sell a specified number of such shares at a stipulated price per share; ● • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders Stockholder may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders Stockholder may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders Stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD NASDR IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders Stockholder may also sell shares of the Common Stock common stock short and deliver these securities to close out their its short positionsposition, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders Stockholder is an underwriter within the meaning of the Securities Act and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each The Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because the Selling Stockholders may be deemed to be Stockholder is an “underwritersunderwriter” within the meaning of the Securities Act, they it will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling StockholdersStockholder. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholder without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholders Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale sale. Annex B Home School, Inc. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $[ per share (including by compliance the “Common Stock”), of Home School, Inc., a [ corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with Rule 172 under the Securities and Exchange Commission (the “Commission”) a registration statement on Form [S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of November , 2007 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. Annex BA copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) selling stockholder of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder selling stockholder may use any one or more of the following methods when selling shares: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)amended, if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities ActAct of 1933, as amended. Each Selling Stockholder selling stockholder has informed the Company us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stockcommon stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is We are required to pay certain fees and expenses incurred by the Company us incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct of 1933, as amended. Because Selling Stockholders selling stockholders may be deemed to be “underwriters” within the meaning of the Securities ActAct of 1933, as amended, they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholdersselling stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange ActAct of 1934, as amended, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders selling stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities ActAct of 1933, as amended). Annex BB BIO-KEY INTERNATIONAL, INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of BIO-key International, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”"Sexxxxx Xxockholders") of the Common Stock common xxxxx ("Xxxxon Stock") of Markland Technologies, Inc., a Florida corporation ("Markland") and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets or any other Over the Counter Bulletin Board ox xxx xxher stock exchange, market or trading facility on which facilitx xx xxxch the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharesshares of Common Stock: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “"Securities Act”"), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement . Each Selling Stockholder does not expect these commissions and discounts relating to this Prospectus, its sales of shares to exceed what is customary in the case types of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assumeinvolved. The Selling Stockholders may also from time to time pledge or grant a security interest in some or all of the shares or Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of the Common Stock short and deliver these securities from time to close out their short positionstime under this prospectus, or loan under an amendment to this prospectus under Rule 424(b)(3) or pledge other applicable provision of the Common Stock Securities Act amending the list of Selling Stockholders to broker-dealers that include the pledgee, transferee or other successor in turn may sell these securitiesinterest as Selling Stockholders under this prospectus. The Selling Stockholders also may also enter into option transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other transactions with broker-dealers or other financial institutions or successors in interest will be the creation selling beneficial owners for purposes of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the common stock (“Common Stock Stock”) of Access Integrated Technologies, Inc., a Delaware corporation (the “Company”) and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets Trading Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● • broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● • a combination of any such methods of sale; • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunderAct. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any written or oral agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, a period of two business days prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale sale. Annex B [___________ ] Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $0.001 per share (including by compliance the “Common Stock”), of Access Integrated Technologies, Inc., a Delaware corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with Rule 172 under the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of October 5, 2006 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. Annex BA copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the “Selling Stockholders”) of Registrable Securities listed above in Item 3 pursuant to the Common Stock and any of their pledgees, assignees and successors-in-interest may, Registration Statement only as follows (if at all): Such Registrable Securities may be sold from time to timetime directly by the undersigned or, sell alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents' commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or all of their shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility quotation service on which the shares are traded Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in private transactions. These sales may be at fixed the over-the-counter market, or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● (iv) through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440options. In connection with the sale sales of the Common Stock Registrable Securities or interests thereinotherwise, the Selling Stockholders undersigned may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the Common Stock Registrable Securities in the course of hedging the positions they assume. The Selling Stockholders undersigned may also sell shares of the Common Stock Registrable Securities short and deliver these securities Registrable Securities to close out their short positions, or loan or pledge the Common Stock Registrable Securities to broker-dealers that in turn may sell these such securities. State any exceptions here: ________________________________________________________________________________ ________________________________________________________________________________ The Selling Stockholders may also enter into option or other transactions undersigned acknowledges that its obligation to comply with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning provisions of the Securities Exchange Act of 1934, as amended and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Agreements. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such salesprovisions. The undersigned beneficial owner and Selling Securityholder hereby acknowledges its obligations under the Agreements to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Agreements, the Company has agreed under certain circumstances to indemnify the undersigned beneficial owner and Selling Securityholder against certain liabilities. In accordance with the undersigned's obligation under the Agreements to provide such eventinformation as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any commissions received by such broker-dealers inaccuracies or agents changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices to the beneficial owner hereunder and any profit on pursuant to the resale Agreements shall be made in writing to the undersigned at the address set forth in Item 1(b) of this Notice and Questionnaire. By signing below, the undersigned acknowledges that it is the beneficial owner of the shares purchased by them may be deemed Registrable Securities set forth herein, represents that the information provided herein is accurate, consents to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed disclosure of the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute information contained in this Notice and Questionnaire and the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, inclusion of such information in the aggregate, would exceed eight percentRegistration Statement and the related prospectus. The Company is required to pay certain fees and expenses incurred undersigned understands that such information will be relied upon by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed preparation or amendment of the Registration Statement and the related prospectus. The undersigned agrees to indemnify the Company and hold it harmless against any and all losses, damages, liabilities, costs and expenses which it may sustain or incur in connection with the material breach by the undersigned of any representation or warranties made herein by the undersigned; PROVIDED, HOWEVER, that such indemnification shall be limited to the amount of gross proceeds actually received by the undersigned from the undersigned's sale of the resale shares Registrable Securities. Once this Notice and Questionnaire is executed by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain statesundersigned beneficial owner and received by the Company, the shares may not terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be sold unless they have been registered or qualified for sale in binding on, shall inure to the applicable state or an exemption from benefit of and shall be enforceable by the registration or qualification requirement is available respective successors, heirs, personal representatives and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution assigns of the shares may not simultaneously engage Company and the undersigned beneficial owner. This Notice and Questionnaire shall be governed in market making activities with respect to all respects by the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement laws of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions State of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BNew York.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their pledgees, assignees and successors-in-interest The selling stockholders may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● settlement of · short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● · broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● and · any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, butconcessions, except as set forth commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this Prospectusprospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 supplementing or amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests thereintransferees, the Selling Stockholders may enter into hedging transactions with broker-dealers pledgees or other financial institutions, which successors in interest will be the selling beneficial owners for purposes of this prospectus and may in turn engage in short sales of sell the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities common stock from time to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by time under this prospectus, which shares such broker-dealer or other financial institution may resell pursuant prospectus after we have filed a supplement to this prospectus (under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 supplementing or amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as supplemented or amended to reflect such transaction)selling stockholders under this prospectus. The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is We are required to pay certain all fees and expenses incurred by the Company incident to the registration of the sharesshares of common stock. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to be “underwriters” within this prospectus. If the meaning selling stockholders use this prospectus for any sale of the Securities Actshares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunderAct. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders. Exhibit H INSTRUCTION SHEET FOR INVESTOR (to be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting read in connection conjunction with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the entire Securities ActPurchase Agreement). Annex B

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● · in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 24402121; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440FINRA Rule 2121. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders may be deemed without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The selling stockholders and any of their pledgees, donees, transferees, assignees and or other successors-in-interest may, from time to time, sell sell, transfer or otherwise dispose of any or all of their shares of Common Stock common stock or interests in shares of common stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling sharesdisposing of the shares or interests therein: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • through brokers, dealers or underwriters that may act solely as agents; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • through the writing or settlement of short sales options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise; ● • broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of saledisposition; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 or Rule 904 under the Securities Act of 1933, as amended (the “amended, or Securities Act”), if available, or Section 4(a)(1) under the Securities Act, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders may, butfrom time to time, except pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as set forth selling stockholders under this prospectus. Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this Prospectusprospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a selling stockholder that a donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the case transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440this prospectus. In connection with the sale of the Common Stock shares of common stock or interests thereinin shares of common stock, the Selling Stockholders selling stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of common stock short after the Common Stock short effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed The maximum commission or discount to be received by any member of the Company that it does not have any written Financial Industry Regulatory Authority (FINRA) or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any independent broker-dealer receive feeswill not be greater than 8% of the initial gross proceeds from the sale of any security being sold. We have advised the selling stockholders that they are required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, commissions and markups whichas amended, during such time as they may be engaged in a distribution of the shares. The foregoing may affect the marketability of the common stock. The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the aggregate, would exceed eight percentproceeds from this offering. The Company is We are required to pay certain all fees and expenses incurred by the Company incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act or otherwise. We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (a) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement, (b) such time as all of the shares covered by this prospectus have been previously sold or transferred in accordance with Rule 144 of the Securities Act, or (c) the date on which the shares of common stock covered by this prospectus may be sold or transferred by non-affiliates without any volume or manner-of-sale restrictions and without current public information limitations pursuant to Rule 144 of the Securities Act. Because Selling Stockholders may * * * The undersigned has reviewed the Plan of Distribution set forth above and does not have a present intention of effecting a sale in a manner not described therein. Agree Disagree (If left blank, response will be deemed to be “underwriters” within Agree”.) The undersigned hereby represents that the meaning of undersigned understands, pursuant to Interpretation A.65 in the Securities Actand Exchange Commission, they will be subject to Division of Corporation Finance, Manual of Publicly Available Telephone Interpretations dated July 1997, a copy of which is attached hereto as Exhibit 1, that the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares undersigned may not be sold unless they have been registered or qualified for make any short sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time effectiveness of the sale (including by compliance with Rule 172 Registration Statement, and further covenants to the Company that the undersigned will not engage in any short sales of such stock to be registered under the Securities Act). Annex BRegistration Statement prior to its effectiveness.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets American Stock Exchange or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD NASDR IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positionspositions entered into after the effective date of the registration statement of which this prospectus is a part, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB IMAGEWARE SYSTEMS, INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of ImageWare Systems, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the common stock (“Common Stock Stock”) of Xxxxxxxx Technologies, Inc., a Florida corporation (“Xxxxxxxx”) and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets Over the Counter Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharesshares of Common Stock: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement . Each Selling Stockholder does not expect these commissions and discounts relating to this Prospectus, its sales of shares to exceed what is customary in the case types of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assumeinvolved. The Selling Stockholders may also from time to time pledge or grant a security interest in some or all of the shares or Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of the Common Stock short and deliver these securities from time to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by time under this prospectus, which shares such broker-dealer or other financial institution may resell pursuant under an amendment to this prospectus (as supplemented under Rule 424(b)(3) or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgee, transferee or other successor in connection with such salesinterest as Selling Stockholders under this prospectus. In such eventExchange Agreement for Xxxxxxxx Technologies, any commissions received by such broker-dealers or agents and any profit on the resale of Inc. The Selling Stockholders also may transfer the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the of Common Stock. In no event shall any broker-dealer receive fees, commissions and markups whichStock in other circumstances, in which case the aggregatetransferees, would exceed eight percentpledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● · in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders may be deemed without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their pledgees, assignees and successors-in-interest The selling stockholders may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● settlement of · short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● · broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● and · any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. The selling stockholders may also engage in puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, butconcessions, except as set forth commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed a supplement to this Prospectusprospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests thereintransferees, the Selling Stockholders may enter into hedging transactions with broker-dealers pledgees or other financial institutions, which successors in interest will be the selling beneficial owners for purposes of this prospectus and may in turn engage in short sales of sell the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities common stock from time to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by time under this prospectus, which shares such broker-dealer or other financial institution may resell pursuant prospectus after we have filed a supplement to this prospectus (under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as supplemented or amended to reflect such transaction)selling stockholders under this prospectus. The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be “"underwriters” " within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is We are required to pay certain all fees and expenses incurred by the Company incident to the registration of the sharesshares of common stock. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to be “underwriters” within this prospectus. If the meaning selling stockholders use this prospectus for any sale of the Securities Actshares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunderAct. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 The anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934 may be sold apply to sales of our common stock and activities of the selling stockholders. Annex B VendingData Corporation Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $0.001 per share (the “Common Stock”), of VendingData Corporation, a Nevada corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under Rule 144 rather than under this 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of March _, 2006 (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. There is no underwriter Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale being named as a selling securityholder in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act Registration Statement and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex Brelated prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets Principal Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders may be deemed without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB ADIAL PHARMACEUTICALS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of ADIAL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to Buyers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten (10) Business Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets __________ or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD NASDR IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BEXHIBIT B OTHER DISCLOSURES See attachment provided separately. EXHIBIT C FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Attention: Re: POWER OF THE DREAM VENTURES, INC. Ladies and Gentlemen: We are counsel to Power of the Dream Ventures, Inc. (the “Company”), and have represented the Company in connection with that certain Standby Equity Distribution Agreement (the “Standby Equity Distribution Agreement”) entered into by and between the Company and YA Global Investments, LP (the “Investor”) pursuant to which the Company issued to the Investor shares of its Common Stock, par value $0.0001 per share (the “Common Stock”). Pursuant to the Standby Equity Distribution Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement. Very truly yours, By: cc: YA Global Investments, L.P.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The selling stockholders and any of their pledgees, donees, transferees, assignees and or other successors-in-interest may, from time to time, sell sell, transfer or otherwise dispose of any or all of their shares of Common Stock common stock or interests in shares of common stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling sharesdisposing of the shares or interests therein: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • through brokers, dealers or underwriters that may act solely as agents; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • short sales; • through the writing or settlement of short sales options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise; ● • broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of saledisposition; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “amended, or Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, butif they default in the performance of their secured obligations, except the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as set forth selling stockholders under this prospectus. Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this Prospectusprospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a selling stockholder that a donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the case transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440this prospectus. In connection with the sale of the Common Stock shares of common stock or interests thereinin shares of common stock, the Selling Stockholders selling stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of common stock short after the Common Stock short effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed The maximum commission or discount to be received by any member of the Company that it does not have any written Financial Industry Regulatory Authority (FINRA) or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any independent broker-dealer receive feeswill not be greater than 8% of the initial gross proceeds from the sale of any security being sold. We have advised the selling stockholders that they are required to comply with Regulation M promulgated under the Securities and Exchange Act during such time as they may be engaged in a distribution of the shares. The foregoing may affect the marketability of the common stock. The aggregate proceeds to the selling securityholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, commissions and markups whichif any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the aggregate, would exceed eight percentproceeds from this offering. The Company is We are required to pay certain all fees and expenses incurred by the Company incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex Botherwise.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The selling stockholders and any of their pledgees, donees, transferees, assignees and or other successors-in-interest may, from time to time, sell sell, transfer or otherwise dispose of any or all of their shares of Common Stock common stock or interests in shares of common stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. A Selling Stockholder The selling stockholders may use any one or more of the following methods when selling sharesdisposing of the shares or interests therein: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • through brokers, dealers or underwriters that may act solely as agents; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • through the writing or settlement of short sales options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise; ● • broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of saledisposition; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “amended, or Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, butif they default in the performance of their secured obligations, except the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as set forth selling stockholders under this prospectus. Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this Prospectusprospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a selling stockholder that a donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the case transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440this prospectus. In connection with the sale of the Common Stock shares of common stock or interests thereinin shares of common stock, the Selling Stockholders selling stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of common stock short after the Common Stock short effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed The maximum commission or discount to be received by any member of the Company that it does not have any written Financial Industry Regulatory Authority (FINRA) or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any independent broker-dealer receive feeswill not be greater than 8% of the initial gross proceeds from the sale of any security being sold. We have advised the selling stockholders that they are required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, commissions and markups whichas amended, during such time as they may be engaged in a distribution of the shares. The foregoing may affect the marketability of the common stock. The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the aggregate, would exceed eight percentproceeds from this offering. The Company is We are required to pay certain all fees and expenses incurred by the Company incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex Botherwise.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the common stock (“Common Stock Stock”) of Xxxxxxxx Technologies, Inc., a Florida corporation (“Xxxxxxxx”) and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets Over the Counter Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharesshares of Common Stock: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement . Each Selling Stockholder does not expect these commissions and discounts relating to this Prospectus, its sales of shares to exceed what is customary in the case types of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assumeinvolved. The Selling Stockholders may also from time to time pledge or grant a security interest in some or all of the shares or Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of the Common Stock short and deliver these securities from time to close out their short positionstime under this prospectus, or loan under an amendment to this prospectus under Rule 424(b)(3) or pledge other applicable provision of the Common Stock Securities Act amending the list of Selling Stockholders to broker-dealers that include the pledgee, transferee or other successor in turn may sell these securitiesinterest as Selling Stockholders under this prospectus. The Selling Stockholders also may also enter into option transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other transactions with broker-dealers or other financial institutions or successors in interest will be the creation selling beneficial owners for purposes of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The shares covered by this prospectus may be offered and any of their pledgees, assignees and successors-in-interest may, sold from time to timetime by the selling stockholders. The term "selling stockholder" includes pledgees, sell donees, transferees or other successors in interest selling shares received after the date of this prospectus from each selling stockholder as a pledge, gift, partnership distribution or other sale in any privately negotiated transaction, or all non-sale related transfer. The number of shares beneficially owned by a selling stockholder will decrease as and when it effects any such transfers. The plan of distribution for the selling stockholders' shares sold hereunder will otherwise remain unchanged, except that the transferees, pledgees, donees or other successors will be selling stockholders hereunder. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan of distribution. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling stockholders may make these sales at prices and under terms then prevailing or at prices related to the then current market price. The selling stockholders may also make sales in negotiated transactions. The selling stockholders may offer their shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any from time to time pursuant to one or more of the following methods when selling sharesmethods: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · one or more block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · public or privately negotiated transactions; ● settlement of short sales entered into after · on the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● New York Stock Exchange, American Stock Exchange or NASDAQ Global Market (or through the writing or settlement facilities of options or other hedging transactions, whether through an options any national securities exchange or otherwiseU.S. inter-dealer quotation system of a registered national securities association, on which the shares are then listed, admitted to unlisted trading privileges or included for quotation); ● · through underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers; · to cover short sales; · a combination of any such methods of sale; or ● and · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale distributions of the Common Stock shares or interests thereinotherwise, the Selling Stockholders may selling stockholders may: · enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock shares in the course of hedging the positions they assume. The Selling Stockholders may also ; · sell the shares of the Common Stock short and deliver these securities redeliver the shares to close out their such short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also ; · enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution them of shares offered by this prospectus, which they may in turn resell; and · pledge shares such to a broker-dealer or other financial institution institution, which, upon a default, they may resell in turn resell. In addition to the foregoing methods, the selling stockholders may offer their shares from time to time in transactions involving principals or brokers not otherwise contemplated above, in a combination of such methods or described above or any other lawful methods. The selling stockholders may also transfer, donate or assign their shares to lenders, family members and others and each of such persons will be deemed to be a selling stockholder for purposes of this prospectus. The selling stockholders or their successors in interest may from time to time pledge or grant a security interest in some or all of the shares of common stock, and if the selling stockholders default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from to time under this prospectus; provided however in the event of a pledge or then default on a secured obligation by the selling stockholder, in order for the shares to be sold under this registration statement, unless permitted by law, we must distribute a prospectus supplement and/or amendment to this registration statement amending the list of selling stockholders to include the pledgee, secured party or other successors in interest of the selling stockholder under this prospectus. The selling stockholders may also sell their shares pursuant to Rule 144 under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information concerning the issuer, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding certain limitations in certain circumstances. Sales through brokers may be made by any method of trading authorized by any stock exchange or market on which the shares may be listed or quoted, including block trading in negotiated transactions. Without limiting the foregoing, such brokers may act as dealers by purchasing any or all of the shares covered by this prospectus, either as agents for others or as principals for their own accounts, and reselling such shares pursuant to this prospectus prospectus. The selling stockholders may effect such transactions directly, or indirectly through underwriters, broker-dealers or agents acting on their behalf. In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling stockholders, in amounts to be negotiated immediately prior to the sale (which compensation as supplemented or amended to reflect such transactiona particular broker-dealer might be in excess of customary commissions for routine market transactions). The Selling Stockholders In offering the shares covered by this prospectus, the selling stockholders, and any broker-dealers or agents that are involved in and any other participating broker-dealers who execute sales for the selling the shares stockholders, may be deemed to be “"underwriters” " within the meaning of the Securities Act in connection with such these sales. In such event, any commissions received Any profits realized by the selling stockholders and the compensation of such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentcommissions. The Company is required to pay certain all fees and expenses incurred by the Company incident to the registration of the sharesshares other than broker fees and commissions. The Company has agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning SCHEDULE 1 The Investors Name of Company Address Jurisdiction of Incorporation United Capital Investments Corp. 00 Xxxxxxxxxx Xxxxxx 00000 Xxxxxxxx Xxxxxx, Xxxxxx Republic of Liberia Atrion Shipholding S.A. 00 Xxxxxxxxxx Xxxxxx 00000 Xxxxxxxx Xxxxxx, Xxxxxx The Republic of the Securities ActXxxxxxxx Islands Plaza Shipholding Corp. 00 Xxxxxxxxxx Xxxxxx 00000 Xxxxxxxx Xxxxxx, they will be subject to the prospectus delivery requirements Xxxxxx The Republic of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BXxxxxxxx Islands

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● • in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-broker- dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders may be deemed without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B

Plan of Distribution. Each The Selling Stockholder (the “Selling StockholdersStockholder”) of the Common Stock securities and any of their its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets principal Trading Market or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A The Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● in transactions through broker-dealers may that agree with the Selling Stockholders Stockholder to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders Stockholder may also sell shares securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders Stockholder may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders Stockholder (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders Stockholder may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders Stockholder and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each The Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentsecurities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be deemed resold by the Selling Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be “underwriters” within in compliance with the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to current public information under Rule 144 under the Securities Act may be or any other rule of similar effect or (ii) all of the securities have been sold under pursuant to this prospectus or Rule 144 rather than under this prospectus. There is no underwriter the Securities Act or coordinating broker acting in connection with the proposed sale any other rule of the resale shares by the Selling Stockholderssimilar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholders Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB RESHAPE LIFESCIENCES INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of ReShape Lifesciences Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● • broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● • a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of Common Stock (the “Registrable Securities”) of Mitesco, Inc. a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933 (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock covered hereby on the OTC Markets Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● · in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares of Common Stock covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex BB WORLDWIDE ENERGY AND MANUFACTURING USA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Worldwide Energy and Manufacturing USA, Inc., a Colorado corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) selling stockholder of the Common Stock common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock on the OTC Markets The OTCQB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder selling stockholder may use any one or more of the following methods when selling shares: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● broker-dealers may agree with the Selling Stockholders selling stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)amended, if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock common stock or interests therein, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities ActAct of 1933, as amended. Each Selling Stockholder selling stockholder has informed the Company us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stockcommon stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is We are required to pay certain fees and expenses incurred by the Company us incident to the registration of the shares. The Company has We have agreed to indemnify the Selling Stockholders selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct of 1933, as amended. Because Selling Stockholders selling stockholders may be deemed to be “underwriters” within the meaning of the Securities ActAct of 1933, as amended, they will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as amended may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholdersselling stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Securities Exchange ActAct of 1934, as amended, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders selling stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities ActAct of 1933, as amended). Annex B

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock securities covered hereby on the OTC Markets Bulletin Board or any other stock exchange, market or trading facility on which the shares securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling sharessecurities: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partsales; ● · in transactions through broker-dealers may that agree with the Selling Stockholders to sell a specified number of such shares securities at a stipulated price per sharesecurity; ● · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● · a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectusProspectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of sharessecurities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD FINRA IM-2440. In connection with the sale of the Common Stock securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock securities in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock securities short and deliver these securities to close out their short positions, or loan or pledge the Common Stock securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares securities offered by this prospectusProspectus, which shares securities such broker-dealer or other financial institution may resell pursuant to this prospectus Prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stocksecurities. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percentpercent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the sharessecurities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectusProspectus. There The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares securities by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this Prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The shares resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares resale securities may not simultaneously engage in market making activities with respect to the Common Stock common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock common stock by the Selling Stockholders or any other person. We will make copies of this prospectus Prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). Annex B2 SUREPURE, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of SurePure, Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) the registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Schedule (the “Registration Rights Schedule”) to which this document is annexed. A copy of the Registration Rights Schedule is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Schedule. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus. NOTICE The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the common stock (“Common Stock Stock”) of Oxford Media, Inc., a Nevada corporation (the “Company”) and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● · an exchange distribution in accordance with the rules of the applicable exchange; ● · privately negotiated transactions; ● · settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a partprospectus; ● · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● · a combination of any such methods of sale; · through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement . Each Selling Stockholder does not expect these commissions and discounts relating to this Prospectus, its sales of shares to exceed what is customary in the case types of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440transactions involved. In connection with the sale of the Common Stock our common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock our common stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunderAct. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock our common stock for the applicable restricted period, as defined in Regulation M, a period of two business days prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock our common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale sale. Annex B OXFORD MEDIA, INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $0.001 per share (including by compliance the “Common Stock”), of Oxford Media, Inc., a Nevada corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with Rule 172 under the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of September __, 2005 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. Annex BA copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the common stock (“Common Stock Stock”) of Clinical Data, Inc., a Delaware corporation (the “Company”) and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets Trading Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● • an exchange distribution in accordance with the rules of the applicable exchange; ● • privately negotiated transactions; ● • settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; ● • broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● • a combination of any such methods of sale; • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD NASDR IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-broker dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-broker dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunderAct. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any written or oral agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, a period of two business days prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale sale. Annex B CLINICAL DATA, INC. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock, par value $0.01 per share (including by compliance the “Common Stock”), of Clinical Data, Inc., a Delaware corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with Rule 172 under the Securities and Exchange Commission (the “Commission”) the Registration Statement on Form S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of November 17, 2005 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein. Annex BA copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.