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The Conversion Price is equal to the lesser of (i) 115 of the average of the two lowest bid prices quoted on the exchange where the Company's common stock is traded during the ten days preceding the closing or, (ii) 80 of the average of the two lowest bid prices of the common stock. Related to this issuance of the Company's preferred stock, the Company recorded an imputed, preferred dividend, which represented the difference between the trading price of the Company's common stock and the conversion rate most beneficial to the preferred stock holder, at the date the preferred stock was issued. The dividend amounted to 3,168,000, which is reflected as an increase in the net loss available to common shareholders on the accompanying statement of operations. The preferred stock may be redeemed by the Company at any time after closing, at a price per share equal to the greater of (a) 1,400 plus an additional amount defined as 6 of the face amount of the stock being redeemed, multiplied by the number of days since closing, divided by 365; or (b) the market price of the common stock into which the preferred stock could be converted, as of the date of the redemption. On the fourth anniversary of the issue date, any existing preferred stock must be redeemed or converted into common stock, subject to certain provisions. Pursuant to the preferred stock securities purchase agreement, the Company was required (a) not to have any suspension of trading of its common stock on the NASDAQ, and (b) file, within 30 days of the closing of the transaction, a registration statement to cover the underlying shares and warrants and such shares issuable pursuant to the anti-dilution provisions of the agreement and certain other requirements.

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