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We have no present understandings or agreements that will involve the issuance of capital stock. However, we are engaged in negotiations with respect to transactions, including financings and acquisitions, which could involve the issuance of capital stock. As of the date herein, there are no definitive agreements, letters of intent of memorandums of understanding with respect to any transactions, financings or acquisition.

In addition, we have convertible securities, if exercised, may require the issuance of an amount greater than the current number of authorized share. We do not expect such an exercise of convertible securities but proper corporate governance requires us to reserve sufficient shares in the event of this unlikely contingency.

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