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).

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).

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).

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).

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).

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).

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock being offered under this prospectus on the OTC Markets or any other stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder The selling security holders may use any one or more of the following methods when selling disposing of 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 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 · to cover short sales entered into made after the effective date of that the registration statement of which this prospectus is a partpart is declared effective by the Commission; ● · broker-dealers may agree with the Selling Stockholders selling security holders 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 of these methods of sale; or ● and · any other method permitted pursuant to applicable law. The Selling Stockholders shares may also sell shares be sold under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. The selling security holders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the Selling Stockholders selling security holders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except which commissions as set forth in to a supplement to this Prospectus, in the case of an agency transaction not particular broker or dealer may be in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in commissions to the case of a principal transaction a markup or markdown in compliance with NASD IM-2440extent permitted by applicable law. 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 If 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 offered under this prospectus are made to broker-dealers that in turn may sell these securitiesas principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. The Selling Stockholders may also enter into option or other transactions with In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers or other financial institutions or and the creation of one or more derivative securities which require the delivery compensation arrangements relating 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)sales. The Selling Stockholders selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such these sales. In such event, any commissions Commissions received by such these 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 Any broker-dealer receive feesdealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, commissions and markups whichif required, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident a replacement prospectus included in a post-effective amendment to the registration statement of the shareswhich this prospectus is a part. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages selling security holders 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 other persons participating in the applicable state sale 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 offered under this prospectus will be subject to applicable provisions of the Exchange Act Act, and the rules and regulations thereunderunder that act, including Regulation MM. These provisions may restrict activities of, which may and limit the timing of purchases and sales of shares any of the Common Stock by shares by, the Selling Stockholders selling security holders or any other person. We will make copies Furthermore, under Regulation M, persons engaged in a distribution of this prospectus available securities are prohibited from simultaneously engaging in market making and other activities with respect to the Selling Stockholders and have informed them those securities for a specified period of the need to deliver a copy of this prospectus to each purchaser at or time prior to the time commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale (pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including by compliance with Rule 172 liabilities under the Securities Act).

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).

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).

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)Registration Statement prior to its effectiveness.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock being offered under this prospectus on the OTC Markets or any other stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder The selling security holders may use any one or more of the following methods when selling disposing of 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 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 to cover short sales entered into made after the effective date of that the registration statement of which this prospectus is a partpart is declared effective by the Commission; ● broker-dealers may agree with the Selling Stockholders selling security holders 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 of these methods of sale; or and ● any other method permitted pursuant to applicable law. The Selling Stockholders shares may also sell shares be sold under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. The selling security holders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the Selling Stockholders selling security holders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except which commissions as set forth in to a supplement to this Prospectus, in the case of an agency transaction not particular broker or dealer may be in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in commissions to the case of a principal transaction a markup or markdown in compliance with NASD IM-2440extent permitted by applicable law. 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 If 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 offered under this prospectus are made to broker-dealers that in turn may sell these securitiesas principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. The Selling Stockholders may also enter into option or other transactions with In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers or other financial institutions or and the creation of one or more derivative securities which require the delivery compensation arrangements relating 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)sales. The Selling Stockholders selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such these sales. In such event, any commissions Commissions received by such these 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 Any broker-dealer receive feesdealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, commissions and markups whichif required, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident a replacement prospectus included in a post-effective amendment to the registration statement of the shareswhich this prospectus is a part. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages selling security holders 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 other persons participating in the applicable state sale 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 offered under this prospectus will be subject to applicable provisions of the Exchange Act Act, and the rules and regulations thereunderunder that act, including Regulation MM. These provisions may restrict activities of, which may and limit the timing of purchases and sales of shares any of the Common Stock by shares by, the Selling Stockholders selling security holders or any other person. We will make copies Furthermore, under Regulation M, persons engaged in a distribution of this prospectus available securities are prohibited from simultaneously engaging in market making and other activities with respect to the Selling Stockholders and have informed them those securities for a specified period of the need to deliver a copy of this prospectus to each purchaser at or time prior to the time commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale (pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including by compliance with Rule 172 liabilities under the Securities Act).

Plan of Distribution. Each Selling Stockholder (We may offer and sell 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 securities 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 sharesways: ● ordinary brokerage transactions and transactions • to or through underwriters, brokers or dealers; • directly to one or more other purchasers; • through a block trade in which the broker-broker or dealer solicits purchasers; ● engaged to handle the block trades in which the broker-dealer trade will attempt to sell the securities as agent, but may position and rese portion of the block as principal to facilitate the transaction; • through agents on a best-efforts basis; • in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related t such prevailing market prices, including sales made directly on the Nasdaq Capital Market or sales made through a market maker other than on an exchange other similar offerings through sales agents; or • otherwise through any other method permitted by applicable law or a combination of any of the above methods of sale. In addition, we may enter into option, share lending or other types of transactions that require us to deliver shares of Common Stock to an underwriter, broker or dealer, who will then resell or transfer the shares of Common Stock under this prospectus. We may also enter into hedging transactions with respect to our securities. For example, we may: • enter into transactions involving short sales of the shares of Common Stock by underwriters, brokers or dealers; • sell shares of Common Stock short and deliver the shares to close out short positions; • enter into option or other types of transactions that require the delivery of shares of Common Stock to an underwriter, broker or dealer, who will then resell transfer the shares of Common Stock under this prospectus; or • loan or pledge the shares of Common Stock to an underwriter, broker or dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares. We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the 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 or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale 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 addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. Each time we sell securities, we will provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer and sale of the securities. Any prospectus supplement will also set forth the terms of the offering, including: • the purchase price of the securities and the proceeds we will receive from the sale of the securities; • any underwriting discounts and other items constituting underwriters’ compensation; • any public offering or purchase price and any discounts or commissions allowed or re-allowed or paid to dealers; • any commissions allowed or paid to agents; • any other offering expenses; • any securities exchanges on which the securities may be listed; • the method of distribution of the securities; • the terms of any agreement, arrangement or understanding entered into with the underwriters, brokers or dealers; and • any other information we think is important. The securities may be sold from time to time by us in one or more transactions: • at a fixed price or prices, which may be changed; • at market prices prevailing at the time of sale; • at prices related to such prevailing market prices; • at varying prices determined at the time of sale; or • at negotiated prices. Such sales may be effected: • in transactions on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; • in transactions in the over-the-counter market; • in block transactions in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade; ● purchases • through the writing of options; or • through other types of transactions. The securities may be offered to the public either through underwriting syndicates represented by a broker-dealer as principal and resale one or more managing underwriters or directly by one or more of such firms. If underwriters or dealers are used in the sale, the securities will be acquired by the brokerunderwriters or dealers for their own account. Unless otherwise set forth in the prospectus supplement, the obligations of underwriters or dealers to purchase the securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the offered securities if any are purchased. Any public offering price and any discount or concession allowed or re-dealer for its account; ● an exchange distribution allowed or paid by underwriters or dealers to other dealers may be changed from time to time. The securities may be sold directly by us or through agents designated by us from time to time. Any agent involved in accordance with the rules offer or sale of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement securities in respect of which this prospectus is a part; ● broker-dealers may agree with delivered will be named, and any commissions payable to such agent will be set forth in, the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through prospectus supplement. Unless otherwise indicated in the writing or settlement of options or other hedging transactionsprospectus supplement, 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 will be acting on a best efforts basis for the purchaser period of sharesits appointment. Offers to purchase the securities offered by this prospectus may be solicited, 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 securities may also sell shares of the Common Stock short and deliver these securities be made by us directly to close out their short positionsinstitutional investors or others, 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 who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. The terms of any offer made in this manner will be included in the prospectus supplement relating to the offer. Some of the underwriters, dealers or agents used by us in any offering of securities under this prospectus may be customers of, engage in transactions with, and perform services for us or affiliates of ours in the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to be reimbursed for certain expenses. Subject to any restrictions relating to debt securities in bearer form, any securities initially sold outside the United States may be resold in the United States through underwriters, dealers or otherwise. Any underwriters to which offered securities are sold by us for public offering and sale may engage in transactions that stabilize, maintain or otherwise affect the price of the Common Stock during and after this offering, but those underwriters will not be obligated to do so and may discontinue any market making at any time. Specifically, the underwriters may over-allot or otherwise create a short position in the securities for their own accounts by selling more securities than have been sold to them by us. The underwriters may elect to cover any such short position by purchasing securities in the open market or by exercising the over-allotment option granted to the underwriters. In addition, the underwriters may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of the securities to the extent that it discourages resales of the securities. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on the Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time. In connection with this offering, the underwriters and selling group members may also engage in passive market making transactions in our securities. Passive market making consists of displaying bids on the Nasdaq Capital Market limited by the prices of independent market makers and effecting purchases limited by those prices in response to order flow. Rule 103 of Regulation M promulgated by the SEC limits the amount of net purchases that each passive market maker may make and the displayed size of each bid. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time. We are subject to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of any of the shares of securities offered in this prospectus by any person. The anti-manipulation rules under the Exchange Act may apply to sales of shares in the market and to the activities of us. The anticipated date of delivery of the securities offered by this prospectus will be described in the applicable prospectus supplement relating to the offering. Any broker-dealer participating in the distribution of the shares of securities may be deemed to be an “underwritersunderwriter” 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 respect 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 such entity sells pursuant to Rule 144 under this prospectus. To comply with the Securities Act securities laws of some states, if applicable, the securities 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 securities 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 requirements 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).

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).

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 be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale apply to sales of our common stock and activities 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)selling stockholders.

Plan of Distribution. Each Selling Stockholder (We are registering the “Selling Stockholders”) shares of common stock issuable upon conversion of the Common Stock notes and any exercise of their pledgees, assignees the warrants to permit the resale of these shares of common stock by the holders of the notes and successors-in-interest may, warrants from time to time, sell time after the date of this prospectus. We will not receive any or all of their the proceeds from the sale by the selling stockholders of the shares of Common Stock common stock, although we will receive the exercise price of any Warrants not exercised by the selling stockholders on the OTC Markets or any other stock exchange, market or trading facility on which a cashless exercise basis. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are traded sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in private transactionsone or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be at fixed effected in transactions, which may involve crosses or negotiated prices. A Selling Stockholder may use any block transactions, pursuant to one or more of the following methods when selling sharesmethods: ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● 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 made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; ● broker-dealers may agree with the Selling Stockholders a selling security holder 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).;

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). 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 (We may sell 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 securities being offered hereby 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 sharesways: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt • directly to sell the shares as agent but may position and resell investors, including through 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 specific bidding, auction or other hedging transactionsprocess; • to investors through agents; • directly to agents; • to or through brokers or dealers; • to the public through underwriting syndicates led by one or more managing underwriters; • to one or more underwriters acting alone for resale to investors or to the public; • in “at-the-market offerings” to or through a market maker or into an existing trading market, whether through an options or a securities exchange or otherwise; ● • through forward or other derivative transactions relating to the securities being registered hereunder; or • through a combination of any such methods of sale. If we sell securities to a dealer acting as principal, the dealer may resell such securities at varying prices to be determined by such dealer in its discretion at the time of resale without consulting with us and such resale prices may not be disclosed in the applicable prospectus supplement. Any underwritten offering may be on a best efforts or a firm commitment basis. We may also offer securities through subscription rights distributed to our stockholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties. Sales of the securities may be effected from time to time in one or more transactions, including negotiated transactions: • at a fixed price or prices, which may be changed; • at market prices prevailing at the time of sale; • at prices related to prevailing market prices; or ● any other method permitted pursuant to applicable law• at negotiated prices. The Selling Stockholders Any of the prices 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 represent a discount 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-2440then prevailing market prices. In connection with the sale of the Common Stock securities, underwriters or interests therein, agents may receive compensation from us in the Selling Stockholders form of underwriting discounts or commissions and may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales also receive compensation from purchasers of the Common Stock securities, for whom they may act as agents, in the course form of hedging discounts, concessions or commissions. Underwriters may sell the positions securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they assumemay act as agents. The Selling Stockholders Discounts, concessions and commissions may also sell shares be changed from time to time. Dealers and agents that participate in the distribution 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 underwriters under the Securities Act in connection with such sales. In such eventAct, and any discounts, concessions or commissions received by such broker-dealers or agents they receive from us and any profit on the resale of the shares purchased by them securities they realize may be deemed to be underwriting compensation under applicable federal and state securities laws. The applicable prospectus supplement will, where applicable: • describe the terms of the offering; • identify any such underwriter, dealer or agent; • describe any compensation in the form of discounts, concessions, commissions or discounts otherwise received from us by each such underwriter or agent and in the aggregate by all underwriters and agents; • describe the purchase price or the public offering price of the securities; • identify the amounts underwritten; and • identify the nature of the underwriter’s or underwriters’ obligation to take the securities. Unless otherwise specified in the related prospectus supplement, each series of securities will be a new issue with no established trading market, other than shares of our common stock, which are listed on the New York Stock Exchange, or NYSE. Any common stock sold pursuant to a prospectus supplement will be listed on NYSE, subject to official notice of issuance. We may elect to list any series of preferred stock on an exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of, or the trading market for, any offered securities. We may offer the securities into an existing trading market on the terms described in a prospectus supplement relating thereto. Underwriters, dealers and agents who participate in any at-the-market offerings will be described in the prospectus supplement relating thereto. We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If disclosed in the applicable prospectus supplement, in connection with those derivative transactions third parties may sell securities covered by this prospectus and such prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or from others to settle those short sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivative transactions to close out any related open borrowings of securities. If the third party is or may be deemed to be an underwriter under the Securities Act, it will be identified in the applicable prospectus supplements. Each Selling Stockholder has informed Until the Company distribution of the securities is completed, rules of the SEC may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engage in some transactions that stabilize the price of the securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. Underwriters may engage in overallotment. If any underwriters create a short position in the securities in an offering in which they sell more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing the securities in the open market. The lead underwriters may also impose a penalty bid on other underwriters and selling group members participating in an offering. This means that if the lead underwriters purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of any selling concession from the underwriters and selling group members who sold those securities as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it does were to discourage resales of the security before the distribution is completed. We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have any written or oral agreement or understanding, directly or indirectly, with any person to distribute on the Common Stockprice of the securities. In no event shall addition, we do not make any broker-dealer receive feesrepresentation that underwriters will engage in such transactions or that such transactions, commissions once commenced, will not be discontinued without notice. Under agreements into which we may enter, underwriters, dealers and markups which, agents who participate 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 distribution of the shares. The Company has agreed securities may be entitled to indemnify the Selling Stockholders indemnification by us against or contribution towards certain losses, claims, damages and civil liabilities, including liabilities under the Securities Actapplicable securities laws. Because Selling Stockholders Underwriters, dealers and agents may engage in transactions with us, perform services for us or be our tenants in the ordinary course of business. If indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by particular institutions to purchase securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement. Each delayed delivery contract will be for an amount no less than, and the aggregate amounts of securities sold under delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with which such contracts, when authorized, may be deemed made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but will in all cases be subject to be “underwriters” within the meaning our approval. The obligations of the Securities Act, they any purchaser under any such contract will be subject to the prospectus delivery requirements conditions that (a) the purchase of the Securities Act including Rule 172 thereundersecurities shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject, and (b) if the securities are being sold to underwriters, we shall have sold to the underwriters the total amount of the securities less the amount thereof covered by the contracts. In additionThe underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. To comply with applicable state securities laws, any the securities covered offered 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 sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers if required under applicable state securities lawsdealers. In addition, in certain states, the shares securities may not be sold in some states 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 ActUnderwriters, any person engaged dealers or agents that participate in the distribution offer of the shares securities, or their affiliates or associates, may not simultaneously have engaged or engage in market making activities transactions with respect to and perform services for us or our affiliates in the Common Stock ordinary course of business for the applicable restricted period, as defined in Regulation M, prior to the commencement which they may have received or receive customary fees and reimbursement 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)expenses.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock and The selling shareholders named in any of their pledgees, assignees and successors-in-interest prospectus supplement may, from time to time, sell any or all of their the common shares of Common Stock received in the acquisition on the OTC Markets or any other stock exchange, market or trading facility on which the common shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder We have been advised by the selling shareholders that they may use any one or more of the following methods when selling common 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 shareholders 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 shareholders will act independently of us in making decisions with respect to the timing, manner, and size of each sale. The aggregate proceeds to the selling shareholders from the sale of common shares offered by them will be the purchase price of the common shares less discounts and commissions, if any. Each of the selling shareholders 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 shares to be made directly or through agents. We will not receive any of the proceeds from the sale by the selling shareholders of the common shares. Under one or more agreements, we have granted or expect to grant the selling shareholders certain registration rights pertaining to the common shares received, or that will be received, by the selling shareholders in connection with the acquisition. The agreements provide for indemnification by Nova Ponte and us of the selling shareholders, and for indemnification by the selling shareholders of Nova Ponte, us and our respective directors, officers, affiliates and controlling persons, against specific liabilities in connection with the offer and sale of common shares, including liabilities under the Securities Act. We have agreed to maintain the effectiveness of this registration statement until the earlier of the date on which the common shares have been resold by the selling shareholders or may also sell shares under Rule 144 be sold by the selling shareholders without registration under the Securities Act or any other rule of 1933similar effect, as amended (subject to the terms of the agreements. As the selling shareholders may be deemed to be “underwriters” within the meaning of the Securities Act”), if the selling shareholders will be subject to the prospectus delivery requirements of the Securities Act. In order to comply with applicable securities laws of some states, the common shares may be sold in those jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the common 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 requirements is available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders selling shareholders may arrange for other brokers or broker-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 shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement . The selling shareholders 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 transactions involved. Any profits on the resale of the common shares by a customary brokerage commission in compliance with FINRA Rule 2121 broker-dealer acting as principal might be deemed to be underwriting discounts or NASD Rule 2440; commissions under the Securities Act. Discounts, concessions, commissions and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with similar selling expenses, if any, attributable to the sale of common shares will be borne by the Common Stock selling shareholders. The selling shareholders may agree to indemnify any agent, dealer or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may dealer that participates in turn engage in short transactions involving sales of the Common Stock in shares if liabilities are imposed on that person under the course of hedging the positions they assumeSecurities Act. 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 selling shareholders and any broker-dealers or agents that are involved in selling the common 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 common 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 We are required to pay certain all fees and expenses incurred by the Company incident to the registration of the common shares. The Company has agreed to indemnify selling shareholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the Selling Stockholders against certain lossessale of their common shares, 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 nor is no there an underwriter or coordinating broker acting in connection with the a proposed sale of the resale common shares by any selling shareholder. If we are notified by any selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of common shares, if required, we will file a supplement to this prospectus. Each selling shareholder and any other person participating in a distribution will be subject to the Exchange Act, which may limit the timing of purchases and sales of common shares by the Selling Stockholders. The shares will be sold only through registered selling shareholder 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 withany such other person. Under applicable rules and regulations under Regulation M of the Exchange Act, any person engaged in the distribution of the common shares may not simultaneously engage in market market-making activities with respect to the Common Stock common shares for the applicable restricted period, as defined in Regulation M, certain periods prior to the commencement start of the distribution. The foregoing may affect the marketability of the common shares and the ability of any person or entity to engage in market-making activities with respect to the common shares. In additioncertain circumstances, the Selling Stockholders selling shareholders also may transfer the common shares to certain permitted transferees, in which case such transferees 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 selling beneficial owners for purposes of this prospectus available and may sell the common shares from time to the Selling Stockholders and have informed them of the need to deliver a copy of time under this prospectus after we have filed a supplement to each purchaser at this prospectus under Rule 424(b)(7) or prior to the time other applicable provision of the sale (including by compliance with Rule 172 under the Securities Act), to include such transferees as selling shareholders under this prospectus. The common shares held by the selling shareholders are subject to certain restrictions contained in registration rights agreements as to the amount and timing of sales of common shares and, in certain circumstances, requirements to first offer such common shares back to us for repurchase. Banco Itaú Europa International serves as an escrow agent and holds the common shares on behalf of the selling shareholders for which it receives customary fees and reimbursement for expenses from the selling shareholders and us.

Plan of Distribution. Each Selling Stockholder (We are registering the “Selling Stockholders”) shares of common stock issuable upon conversion of the Common Stock and any notes to permit the resale of their pledgees, assignees and successors-in-interest may, these shares of common stock by the holders of the notes from time to time, sell time after the date of this prospectus. We will not receive any or all of their the proceeds from the sale by the selling stockholders of the shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are traded sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in private transactionsone or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be at fixed effected in transactions, which may involve crosses or negotiated prices. A Selling Stockholder may use any block transactions, pursuant to one or more of the following methods when selling sharesmethods: ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● 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 made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; ● broker-dealers may agree with the Selling Stockholders a selling security holder 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).;

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).

Plan of Distribution. Each The Selling Stockholder (the “Selling Stockholders”) of the Common Stock Stockholders and any of their pledgees, donees, transferees, 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 purchasersInvestors; ● • 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 • to cover short sales entered into made after the date that this Registration Statement is declared effective date of by the registration statement of which this prospectus is a partCommission; ● • 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 . 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 from time to time pledge or grant a security interest in some or all of the Shares 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 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 of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in connection 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 such sales. In such event, any commissions received by such a broker-dealers dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or agents and any profit on the resale of the shares purchased secondary distribution or a purchase by them may a broker or dealer, a supplement to this prospectus will be deemed filed, if required, pursuant to be underwriting commissions or discounts Rule 424(b) 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).,

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 1933Act, as amended (the “Securities Act”)or any other exemption from registration, 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 be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale apply to sales of our common stock and activities 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)selling stockholders.

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). 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 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. 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. 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 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 partsales; ● 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 . 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 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 Common Stock short performance of their secured obligations, the pledgees or secured parties may offer and deliver these securities sell the shares of 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 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 supplemented or amended to reflect such transaction)Selling Stockholders under this prospectus. 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 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 percent. The Company Corporation is required to pay certain all fees and expenses incurred by the Company incident to the registration of the shares. 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 12 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OFFERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION STATING THAT SUCH REGISTRATION IS NOT REQUIRED. SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BECOME VOID AFTER 5:00 P.M. EASTERN TIME ON OCTOBER ___, 2009 ("EXPIRATION DATE"). Warrant Certificate No. W 0000-00-0000 Number of Warrants:_____________ Holder:____________________ Expiration Date: October ____, 2009 Address: ___________________ _____________________ _____________________ Exercise Price Per Share: US $ 0.24 For identification only. The governing terms of this Warrant are set forth below. For VALUE RECEIVED, _____________________ ("Warrantholder"), is entitled to be “underwriters” within purchase, subject to the meaning provisions of this Warrant, from NorthTech Corporation, a Delaware corporation ("Corporation"), at any time not later than 5:00 P.M., Eastern time, on October ___, 2009 (the Securities Act"Expiration Date"), they will at an exercise price per share equal to $0.24 (the exercise price in effect being herein called the "Warrant Price"), _________ shares ("Warrant Shares") of Common Stock. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall 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 adjustment from time 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, time 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)described herein.

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. 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. 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”) 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).

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). 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 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). 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 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 Each selling stockholder will act independently in making decisions with respect to the timing, size and manner of each sale of shares of common stock covered by this prospectus. 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 “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 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 15% 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 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 by non-affiliates without any volume limitations pursuant to be “underwriters” within the meaning Rule 144 of the Securities Act. 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 The undersigned hereby represents that the undersigned understands, they will be subject pursuant to the prospectus delivery requirements of Interpretation A.65 in the Securities Act including Rule 172 thereunder. In additionand Exchange Commission, any securities covered by this prospectus Division of Corporation Finance, Manual of Publicly Available Telephone Interpretations dated July 1997, a copy of which qualify for sale pursuant to Rule 144 under is attached hereto as Exhibit 1, that 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)Registration Statement prior to its effectiveness.

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 Act of 1933, as amended). 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 (We are registering the “Selling Stockholders”) shares of common stock issuable upon conversion of the Common Stock preferred shares and any upon exercise of their pledgees, assignees warrants and successors-in-interest may, to permit the resale of the underlying shares of common stock by the holders from time to timetime after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling securityholders of the securities. We will bear all fees and expenses incident to our obligation to register the preferred shares, sell any or all of their warrants and shares of Common Stock on common stock. The selling securityholders may sell all or a portion of the OTC Markets securities beneficially owned by them and offered hereby from time to time directly or any other stock exchangethrough one or more underwriters, broker-dealers or agents. If the securities are sold through underwriters or broker-dealers, the selling securityholders will be responsible for underwriting discounts or commissions or agent's commissions. The securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, 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, o on any national securities exchange or quotation service on which the securities may be listed or quoted at fixed the time of sale; o in the over-the-counter market; o in transactions otherwise than on these exchanges or negotiated prices. A Selling Stockholder may use any one systems or more in the over-the-counter market; o through the writing of the following methods when selling shares: ● options, whether such options are listed on an options exchange or otherwise; o ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● o 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; ● o purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● o an exchange distribution in accordance with the rules of the applicable exchange; ● o privately negotiated transactions; ● settlement of o short sales entered into after sales; o pursuant to Rule 144 under the effective date of the registration statement of which this prospectus is a partSecurities Act; ● o broker-dealers may agree with the Selling Stockholders selling securityholders to sell a specified number of such shares securities 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).security;

Plan of Distribution. Each Selling Stockholder (We are registering the shares of common stock to permit the resale of these shares of common stock by the selling stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. The selling stockholders and any broker-dealers that act in connection with the sale of shares may be deemed to be “Selling Stockholders”underwriters” within the meaning of Section 2(11) of the Common Stock Securities Act, and any commissions received by such broker-dealers and any profit on the resale of their pledgees, assignees shares sold by them while acting as principals may be deemed to be underwriting discounts or commissions under the Securities Act. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and successors-in-interest may, offered hereby from time to timetime directly or through one or more underwriters, sell any broker-dealers or all of their agents. If the shares of Common Stock on common stock are sold through underwriters or broker-dealers, the OTC Markets selling stockholders will be responsible for underwriting discounts or any other commissions or agent’s commissions. The shares of common stock exchangemay be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, 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 any one systems or more in the over-the-counter market; • through the writing of the following methods when selling shares: ● options, whether such options are listed on an options exchange or otherwise; • 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 • sales pursuant to Rule 144; • 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 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 pursuant to this prospectus or any amendment to this prospectus under Rule 144 under 424(b)(3) or other applicable provision of the Securities Act of 1933Act, as amended (the “Securities Act”)amending, if availablenecessary, rather than the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. Broker-dealers engaged by The selling stockholders also may transfer and donate the Selling Stockholders may arrange shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for other brokers or dealers to participate in salespurposes of this prospectus. Broker-dealers may receive commissions or discounts from At the Selling Stockholders (ortime a particular offering of the shares of common stock is made, a prospectus supplement, if any broker-dealer acts as agent for the purchaser of sharesrequired, from the purchaser) in amounts to will be negotiated, but, except as distributed which will set forth in a supplement to this Prospectus, in the case aggregate amount of an agency transaction not in excess shares of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; common stock being offered and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale terms of the Common Stock offering, including the name 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 names 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 eventagents, 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 feesdiscounts, commissions and markups whichother terms constituting compensation from the selling stockholders and any discounts, in commissions or concessions allowed or reallowed or paid to broker-dealers. Under the aggregatesecurities laws of some states, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration shares 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 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 such states only through registered or licensed brokers or dealers if required under applicable state securities lawsdealers. In addition, in certain states, some states the shares of common stock may not be sold unless they such shares have been registered or qualified for sale in the applicable such 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, There can be no assurance that any person engaged in the distribution selling stockholder will sell any or all of the shares may not simultaneously engage in market making activities with respect of common stock registered pursuant to the Common Stock for the applicable restricted periodregistration statement, as defined of which this prospectus forms a part. The selling stockholders and any other person participating in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including including, without limitation, to the extent applicable, Regulation MM of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of the Common Stock common stock by the Selling Stockholders or selling stockholders and any other participating person. To the extent applicable Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will make copies pay all expenses of this prospectus available the registration of the shares of common stock pursuant to the Selling Stockholders registration rights agreement, including, without limitation, Securities and have informed them Exchange Commission filing fees and expenses 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 state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against certain civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution. The undersigned beneficial owner of common stock (the “Common Stock” ) of Xxxx, Inc. (the “Company” ) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission” ) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of December 22, 2009 (the “Registration Rights Agreement” )., among the Company and the Investors 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 used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

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).

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). 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”) 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 Act of 1933, as amended). 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 (We are registering the “Selling Stockholders”) Common Shares previously issued and the shares of common stock issuable upon conversion of the Common Stock Notes, as Interest Shares pursuant to the terms of the Notes and any upon exercise of their pledgees, assignees the Warrants to permit the resale of these shares of common stock by the holders of the Notes and successors-in-interest may, Warrants from time to time, sell time after the date of this prospectus. We will not receive any or all of their the proceeds from the sale by the selling stockholders of the shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are traded sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in private transactionsone or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at 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 any one systems or more in the over-the-counter market; • through the writing of the following methods when selling shares: ● options, whether such options are listed on an options exchange or otherwise; • 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; • sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; ● • 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; ● • a combination of any such methods of sale; or ● and • any other method permitted pursuant to applicable law. The Selling Stockholders may also sell If the selling stockholders effect such transactions by selling shares under Rule 144 under the Securities Act of 1933common stock to or through underwriters, as amended (the “Securities Act”), if available, rather than under this prospectus. Brokerbroker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Brokeragents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or discounts commissions from the Selling Stockholders selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (orwhich discounts, if any concessions or commissions as to particular underwriters, broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to dealers or agents may 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 those customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case types of a principal transaction a markup or markdown in compliance with NASD IM-2440transactions involved). In connection with the sale sales of the Common Stock shares of common stock or interests thereinotherwise, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the Common Stock shares of common stock in the course of hedging the in positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock common stock short and deliver these securities shares of common stock covered by this prospectus to close out their short positions, or positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge the Common Stock shares of common stock to broker-dealers that in turn may sell these securitiessuch shares. The Selling Stockholders selling stockholders may also enter into option pledge or other transactions with broker-dealers grant a security interest in some or other financial institutions all of the convertible notes, or warrants or shares of common stock owned by them and, if they default in the creation performance of one their secured obligations, the pledgees or more derivative securities which require secured parties may offer and sell the delivery shares of common stock from time 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 time pursuant to this prospectus (or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as supplemented amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or amended to reflect such transaction)other successors in interest as selling stockholders under this prospectus. The Selling Stockholders selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealers or agents that are involved dealer participating 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 distribution 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 common stock 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 additionand any commission paid, or any discounts or concessions allowed to, any securities covered by this prospectus which qualify for sale pursuant such broker-dealer may be deemed to Rule 144 be underwriting commissions or discounts under the Securities Act Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. Under the securities laws of some states, the shares of 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 such states only through registered or licensed brokers or dealers if required under applicable state securities lawsdealers. In addition, in certain states, some states the shares of common stock may not be sold unless they such shares have been registered or qualified for sale in the applicable such 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, There can be no assurance that any person engaged in the distribution selling stockholder will sell any or all of the shares may not simultaneously engage in market making activities with respect of common stock registered pursuant to the Common Stock for the applicable restricted periodshelf registration statement, as defined of which this prospectus forms a part. The selling stockholders and any other person participating in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including including, without limitation, Regulation MM of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of the Common Stock common stock by the Selling Stockholders or selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will make copies pay all expenses of this prospectus available the registration of the shares of common stock pursuant to the Selling Stockholders registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and have informed them Exchange Commission filing fees and expenses 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 state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act)., in accordance with the registration rights agreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution. Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

Plan of Distribution. Each Selling Stockholder (We are registering the “Selling Stockholders”) shares of common stock issuable upon conversion of the Common Stock preferred shares and any exercise of their pledgees, assignees the warrants to permit the resale of these shares of common stock by the holders of the preferred shares and successors-in-interest may, warrants from time to time, sell time after the date of this prospectus. We will not receive any or all of their the proceeds from the sale by the selling stockholders of the shares of Common Stock common stock, although we will receive the exercise price of any Warrants not exercised by the selling stockholders on the OTC Markets or any other stock exchange, market or trading facility on which a cashless exercise basis. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are traded sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in private transactionsone or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be at fixed effected in transactions, which may involve crosses or negotiated prices. A Selling Stockholder may use any block transactions, pursuant to one or more of the following methods when selling sharesmethods: ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● 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 made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; ● broker-dealers may agree with the Selling Stockholders a selling security holder 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).;

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 OTCQX 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 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 Stocksecurities. 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 sharessecurities. The Company has We have 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) the date on which 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).

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). 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 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.

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 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).

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 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).

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 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 selling shareholders 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 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 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 us 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 percent. The Company is We are required to pay certain fees and expenses incurred by the Company us incident to the registration of the sharessecurities. The Company has We have 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 us 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 ordinary shares represented by 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 the ordinary shares of the Common Stock represented by 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).

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). 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 Manager (including its donees or pledgees) intends to distribute the “Selling Stockholders”Registrable Shares listed above in Item (3) of 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 Registrable Shares may be sold from time to timetime directly by the Manager or alternatively through underwriters or broker-dealers or agents. If the Registrable Shares are sold through underwriters or broker-dealers, sell the Manager will be responsible for underwriting discounts or commissions or agents' commissions. Such Registrable Shares 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 Shares 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 Shares 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 in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short Registrable Shares, and deliver these securities Registrable Shares to close out their such short positions, or loan or pledge the Common Stock Registrable Shares 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 State any exceptions here: __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ Note: In no event will such method(s) of distribution take the creation form of one or more derivative securities which require an underwritten offering of the delivery to such broker-dealer or other financial institution Registrable Shares without the prior agreement 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. The Selling Stockholders Manager acknowledges that it understands its obligation to comply with the provisions of the Exchange Act, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any broker-dealers successor rules or agents that are involved in selling regulations), and the shares may be deemed to be “underwriters” within the meaning provisions of the Securities Act relating to Prospectus delivery, in connection with any offering of Registrable Shares pursuant to a Shelf Registration Statement. The Manager agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such salesprovisions. The Manager hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Manager against certain liabilities. In accordance with the Manager's obligation under the Registration Rights Agreement to provide such eventinformation as may be required by law for inclusion in a Shelf Registration Statement, the Manager 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 a Shelf Registration Statement remains effective. All notices to the Manager hereunder and any profit on pursuant to the resale Registration Rights Agreement shall be made in writing to the Manager at the address set forth in Item 1(a) of this Notice and Questionnaire. By signing below, the Manager acknowledges that it is the beneficial owner of the shares purchased by them may be deemed Registrable Shares set forth herein, represents that the information herein is accurate and 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 information contained herein in its answers to distribute Items (1) through (6) above and the Common Stock. In no event shall any broker-dealer receive fees, commissions inclusion of such information in a Shelf Registration Statement and markups which, in the aggregate, would exceed eight percentrelated 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 sale preparation or amendment of a Shelf Registration Statement and the related Prospectus. Once this Notice and Questionnaire is executed by the undersigned beneficial owner and received by the Company, 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 the resale shares Company and the Manager. This Agreement shall be governed in all respects 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 laws 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 State 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)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 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). 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 The selling stockholder and any of their its 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 stockholder 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 stockholder to sell a specified number of such shares at a stipulated price per share; ● through the writing · one or settlement of options more underwritten offerings on a firm commitment or other hedging transactions, whether through an options exchange or otherwisebest efforts basis; ● · a combination of any such methods of saledisposition; or ● and · any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholder 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 stockholder may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholder does not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholder may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by its and, butif it defaults in the performance of its 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 the 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 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 the 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 stockholder 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 stockholder 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 stockholder 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 stockholder 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 stockholder 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 fees, commissions and markups which, in will not be greater than 8% of the aggregate, would exceed eight percentinitial gross proceeds from the sale of any security being sold. The Company We have advised the selling stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange Act during such time as it 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 stockholder from the sale of the common stock offered by it will be the purchase price of the common stock less discounts or commissions, if any. The selling stockholder reserves the right to accept and, together with its 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. 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 stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct or otherwise. Because Selling Stockholders We have agreed with the selling stockholder 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, and (b) the date on which the shares of common stock covered by this prospectus may be deemed sold by non-affiliates without any volume or manner of sale restrictions or current public information 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, undersigned has reviewed the shares may Plan of Distribution set forth above and does not be sold unless they have been registered or qualified for a present intention of effecting a 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 a manner 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)described therein.

Plan of Distribution. Each Selling Stockholder (We are registering 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 issuable upon conversion of the OTC Markets or convertible notes and upon exercise of the warrants to permit the resale of these shares of Common Stock by the holders of the convertible notes and warrants from time to time after the date of this prospectus. We will not receive any other stock exchange, market or trading facility on which of the proceeds from the sale by the selling stockholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock. The selling stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are traded sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of Common Stock may be sold in private transactionsone or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at 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 any one systems or more in the over-the-counter market; · through the writing of the following methods when selling shares: ● options, whether such options are listed on an options exchange or otherwise; · 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; · sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; ● · 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; ● · a combination of any such methods of sale; or ● and · any other method permitted pursuant to applicable law. The Selling Stockholders may also sell If the selling stockholders effect such transactions by selling shares under Rule 144 under the Securities Act of 1933Common Stock to or through underwriters, as amended (the “Securities Act”), if available, rather than under this prospectus. Brokerbroker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Brokeragents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or discounts commissions from the Selling Stockholders selling stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (orwhich discounts, if any concessions or commissions as to particular underwriters, broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to dealers or agents may 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 those customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case types of a principal transaction a markup or markdown in compliance with NASD IM-2440transactions involved). In connection with the sale sales of the shares of Common Stock or interests thereinotherwise, the Selling Stockholders selling stockholders may enter into hedging transactions with broker-dealers or other financial institutionsdealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging the in positions they assume. The Selling Stockholders selling stockholders may also sell shares of the Common Stock short and deliver these securities shares of Common Stock covered by this prospectus to close out their short positions, or positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge the shares of Common Stock to broker-dealers that in turn may sell these securitiessuch shares. The Selling Stockholders selling stockholders may also enter into option pledge or other transactions with broker-dealers grant a security interest in some or other financial institutions all of the convertible notes, warrants or shares of Common Stock owned by them and, if they default in the creation performance of one their secured obligations, the pledgees or more derivative securities which require secured parties may offer and sell the delivery shares of Common Stock from time 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 time pursuant to this prospectus (or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as supplemented amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or amended to reflect such transaction)other successors in interest as selling stockholders under this prospectus. The Selling Stockholders selling stockholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealers or agents that are involved dealer participating in selling the distribution of 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 eventAct, and any commission paid, or any discounts or concessions allowed to, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them dealer may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed At the Company that it does not have any written time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall names of any broker-dealer receive feesdealers or agents, any discounts, commissions and markups whichother terms constituting compensation from the selling stockholders and any discounts, in commissions or concessions allowed or reallowed or paid to broker-dealers. Under the aggregatesecurities laws of some states, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration shares 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 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 such states only through registered or licensed brokers or dealers if required under applicable state securities lawsdealers. In addition, in certain states, some states the shares of Common Stock may not be sold unless they such shares have been registered or qualified for sale in the applicable such 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, There can be no assurance that any person engaged in the distribution selling stockholder will sell any or all of the shares may not simultaneously engage in market making activities with respect of Common Stock registered pursuant to the Common Stock for the applicable restricted periodregistration statement, as defined of which this prospectus forms a part. The selling stockholders and any other person participating in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including including, without limitation, Regulation MM of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of the Common Stock by the Selling Stockholders or selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock. We will make copies pay all expenses of this prospectus available the registration of the shares of Common Stock pursuant to the Selling Stockholders registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and have informed them Exchange Commission filing fees and expenses 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 state securities or "blue sky" laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act), in accordance with the registration rights agreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution. Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates. Name Number Bentley Corporation shares 1 414,000 Xxxxxxx Xxxxxxx shares and warrant shares 1 20,000 Coach Capital LLC shares 1 1,167,048 Kelburn Corporation shares 1 800,000 Will Kells shares and warrant shares 1 22,000 Xxxx Xxxxx shares and warrant shares 1 20,000 Xxxxx X'Xxxxxxxxx shares and warrant shares 1 92,460 Xxxxx Xxxxxxx shares and warrant shares 1 40,000 Xxxxxxx Xxxxx shares and warrant shares 1 20,000 Xxxxx Xxxxxx shares and warrant shares 1 20,000 Xxxxx X. Xxxxxxxx shares and warrant shares 1 82,000 Xxxxxxx Xxxxxxxxxxxxx shares and warrant shares 1 20,000 Cornell Capital Partners, LP shares and debenture conversion shares 2 2,307,692 Cornell Capital Partners, LP warrant shares 2 1,500,000 Xxxx Xxxxxxxxx shares 3 49,231 Xxxx Xxxxxxxxx warrant shares 3 25,000 GunnAllen Financial, Inc. or Xxxxx Xxxxxx warrant shares 4 1,071,429 Xxx Del Presto warrant shares 5 400,000 Xxxx Business Development LLC warrant shares 6 380,000 XX Xxxx Inc. warrant shares 6 350,000 Xxxx Xxxxxxx warrant shares 6 20,000 Ehrenkrantz King Xxxxxxxx, Inc. warrant shares 7 535,714 Prophetic Limited shares and warrant shares 8 250,000 Prophetic Limited shares and warrant shares to be issued 9 1,103,572 Total 10,710,146 1. Pursuant to registration rights contained in subscription agreements accepted by the Company on December 30, 2005.

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The selling stockholder and any of their its 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 stockholder 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 stockholder to sell a specified number of such shares at a stipulated price per share; ● through the writing · one or settlement of options more underwritten offerings on a firm commitment or other hedging transactions, whether through an options exchange or otherwisebest efforts basis; ● · a combination of any such methods of saledisposition; or ● and · any other method permitted pursuant to applicable law. The Selling Stockholders selling stockholder 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 stockholder may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholder does not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholder may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by its and, butif it defaults in the performance of its 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 the 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 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 the 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 stockholder 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 stockholder 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 stockholder 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 stockholder 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 stockholder 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 fees, commissions and markups which, in will not be greater than 8% of the aggregate, would exceed eight percentinitial gross proceeds from the sale of any security being sold. The Company We have advised the selling stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange Act during such time as it 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 stockholder from the sale of the common stock offered by it will be the purchase price of the common stock less discounts or commissions, if any. The selling stockholder reserves the right to accept and, together with its 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. 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 stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities ActAct or otherwise. Because Selling Stockholders We have agreed with the selling stockholder 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, and (b) the date on which the shares of common stock covered by this prospectus may be deemed sold by non-affiliates without any volume or manner of sale restrictions or current public information pursuant to be “underwriters” within the meaning Rule 144 of the Securities Act, they will be subject to the prospectus delivery requirements . Name 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 Stockholder (including by compliance with Rule 172 under the Securities Actplease print).

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). 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 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).

Plan of Distribution. Each Selling Stockholder (We are registering the “Selling Stockholders”) shares of common stock issued to the selling stockholders and the shares of common stock issuable upon exercise of the Common Stock and any warrants to permit the resale of their pledgees, assignees and successors-in-interest may, these shares of common stock by the selling stockholders from time to time, sell time after the date of this prospectus. We will not receive any or all of their the proceeds from the sale by the selling stockholders of the shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are traded sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in private transactionsone or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be at fixed effected in transactions, which may involve crosses or negotiated prices. A Selling Stockholder may use any block transactions, pursuant to one or more of the following methods when selling sharesmethods: ● · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · 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 made after the date the Registration Statement is declared effective date of by the registration statement of which this prospectus is a partSEC; ● · broker-dealers may agree with the Selling Stockholders a selling securityholder 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).;

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). 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”") 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).

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 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).

Plan of Distribution. Each Selling Stockholder (We are registering the “Selling Stockholders”) Securities issued to the selling shareholders to permit the resale of these Securities by the holders of the Common Stock and any of their pledgees, assignees and successors-in-interest may, Securities from time to timetime after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the Securities. We will bear all fees and expenses incident to our obligation to register the Securities. The selling shareholders may sell all or a portion of the Securities beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, sell broker-dealers or agents. If the Securities are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Securities may be sold 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 securities may be listed or quoted at the time of sale, in the over-the-counter market or in private transactionstransactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be at fixed effected in transactions, which may involve crosses or negotiated pricesblock transactions. A Selling Stockholder The selling shareholders 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 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 shareholders to sell a specified number of such shares securities at a stipulated price per share; ● · through the writing or settlement of options or other hedging transactions, whether through such options are listed on 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 shareholders also may also sell shares under resell all or a portion of the Securities in open market transactions in reliance upon Rule 144 under the Securities Act of 1933Act, as amended (permitted by that rule, or Section 4(a)(1) under the “Securities Act”), if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker-dealers engaged by the Selling Stockholders selling shareholders may arrange for other brokers or broker-dealers to participate in sales. BrokerIf the selling shareholders effect such transactions by selling Securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or discounts commissions from the Selling Stockholders (or, if any broker-dealer acts selling shareholders or commissions from purchasers of the Securities for whom they may act as agent for the purchaser of shares, from the purchaser) or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectusprospectus, in the case of an agency transaction will not be 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-2440-1 and IM-2440-2. In connection with the sale sales of the Common Stock Securities or interests thereinotherwise, 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 in positions they assume. The Selling Stockholders selling shareholders may also sell shares of the Common Stock Securities short and if such short sale shall take place after the date that the registration statement of which this prospectus is a part is declared effective by the Securities and Exchange Commission (the “SEC”), the selling shareholders may deliver these securities Securities covered by this prospectus to close out their short positions, or positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge the Common Stock Securities to broker-dealers that in turn may sell these securitiessuch shares, to the extent permitted by applicable law. The Selling Stockholders selling shareholders 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). Notwithstanding the foregoing, the selling shareholders have been advised that they may not use shares registered on this registration statement to cover short sales of our Securities made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The Selling Stockholders selling shareholders may, from time to time, pledge or grant a security interest in some or all of the Securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Securities from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling shareholders and any broker-dealers dealer or agents that are involved participating in selling the shares distribution of the Securities may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions received by paid, or any discounts or concessions allowed to, any such broker-dealers dealer or agents agent 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. Selling shareholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each Selling Stockholder selling shareholder has informed the Company us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common StockSecurities. Upon being notified in writing by a selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of Securities 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 prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (1) the name of each such selling shareholder and of the participating broker-dealer(s), (2) the number of shares involved, (3) the price at which such Securities were sold, (4) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (5) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (6) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups markups, which, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by Under the Company incident to the registration securities laws of the shares. The Company has agreed to indemnify the Selling Stockholders against certain lossessome states, 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 such states only through registered or licensed brokers or dealers if required under applicable state securities lawsdealers. In addition, in certain states, some states the shares Securities may not be sold unless they such shares have been registered or qualified for sale in the applicable such 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, There can be no assurance that any person engaged in the distribution selling shareholder will sell any or all of the shares may not simultaneously engage in market making activities with respect Securities registered pursuant to the Common Stock for the applicable restricted periodshelf registration statement, as defined of which this prospectus forms a part. Each selling shareholder and any other person participating in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including including, without limitation, to the extent applicable, Regulation MM of the Exchange Act, which may limit the timing of purchases and sales of shares any of the Common Stock Securities by the Selling Stockholders or selling shareholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the Securities to engage in market-making activities with respect to the Securities. All of the foregoing may affect the marketability of the Securities and the ability of any person or entity to engage in market-making activities with respect to the Securities. We will make copies of this prospectus available to the Selling Stockholders and have informed them pay all expenses of the need to deliver a copy of this prospectus to each purchaser at or prior to the time registration of the sale (including by Securities pursuant to a registration rights agreement, including, without limitation, SEC filing fees and expenses of compliance with Rule 172 state securities or “blue sky” laws; provided, however, that each selling shareholder will pay all underwriting discounts and selling commissions, if any and any related legal expenses incurred by it. We will indemnify the selling shareholders against certain liabilities, including some liabilities under the Securities Act), in accordance with the registration rights agreement, or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholders specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution.

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)New York.

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. If the shares of Common Stock are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of the sale or at negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● • on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; • in the over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the-counter market; • 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 loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares. 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 The 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 thereunderor an exemption therefrom. 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(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. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required as determined by the Company in its sole discretion, will be distributed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. 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 unless exempted from the prospectus delivery requirement. The Selling Stockholders may pledge or grant a security interest in some or all of the convertible notes, warrants or 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 pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, 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 and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. There can be no assurance that any Selling Stockholder will sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which this prospectus forms a part. Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates. We will not receive any of the proceeds from the sale by the Selling Stockholders of the shares of Common Stock. We will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with Rule 172 under state securities or "blue sky" laws; provided, however, that a Selling Stockholder will pay all underwriting discounts and selling commissions, if any. The undersigned beneficial owner of common stock, par value $0.001 per share (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 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 August 24, 2007 (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 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. 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)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 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).

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). 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”) 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).

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). 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 (We are registering the “Selling Stockholders”) shares of common stock issuable pursuant to the terms of the Common Stock and any convertible notes to permit the resale of their pledgees, assignees and successors-in-interest may, these shares of common stock by the holders of the convertible notes from time to time, sell time after the date of this prospectus. We will not receive any or all of their the proceeds from the sale by the selling shareholders of the shares of Common Stock on the OTC Markets or any other stock exchange, market or trading facility on which common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling shareholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are traded sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in private transactionsone or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at 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 any one systems or more in the over-the-counter market; ● through the writing of the following methods when selling shares: options, whether such options are listed on an options exchange or otherwise; ● 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; ● sales entered into after the effective date of the registration statement of which this prospectus is a partpursuant to Rule 144; ● broker-dealers may agree with the Selling Stockholders selling shareholders 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. If the selling shareholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The Selling Stockholders selling shareholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares. The selling shareholders may pledge or grant a security interest in some or all of the convertible notes, warrants or 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 pursuant to this prospectus or any amendment to this prospectus under Rule 144 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling shareholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. The selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution. Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates. The undersigned beneficial owner of common stock, (the “Common Stock”) of Blue Sky Media Corp., a Wyoming 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 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), if availableof the Registrable Securities, rather than under 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. Broker-dealers engaged by Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the Selling Stockholders may arrange for other brokers consequences of being named or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts not being named 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, selling securityholder 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 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)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. 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. 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 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 ActAct or otherwise. Because Selling Stockholders may be deemed We have agreed with the selling stockholders to be “underwriters” within keep the meaning 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, they will be subject to or (c) the prospectus delivery requirements date on which the shares of the Securities Act including Rule 172 thereunder. In addition, any securities common stock covered by this prospectus which qualify for 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 under of the Securities Act may be sold under Rule 144 rather than under this prospectusAct. There is no underwriter or coordinating broker acting * * * The undersigned has reviewed the Plan of Distribution set forth above and does not have a present intention of effecting a sale in connection with the proposed sale of the resale shares by the Selling Stockholdersa manner not described therein. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In additionundersigned hereby represents that the undersigned understands, pursuant to Interpretation A.65 in certain statesthe Securities and Exchange Commission, 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 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)Registration Statement prior to its effectiveness.

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).

Plan of Distribution. Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock common stock being offered under this prospectus on the OTC Markets or any other stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder The selling security holders may use any one or more of the following methods when selling disposing of 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 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 · to cover short sales entered into made after the effective date of that the registration statement of which this prospectus is a partpart is declared effective by the Commission; ● · broker-dealers may agree with the Selling Stockholders selling security holders 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 of these methods of sale; or ● and · any other method permitted pursuant to applicable law. The Selling Stockholders shares may also sell shares be sold under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. The selling security holders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time. The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. Broker-dealers engaged by the Selling Stockholders selling security holders may arrange for other brokers or broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except which commissions as set forth in to a supplement to this Prospectus, in the case of an agency transaction not particular broker or dealer may be in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in commissions to the case of a principal transaction a markup or markdown in compliance with NASD IM-2440extent permitted by applicable law. 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 If 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 offered under this prospectus are made to broker-dealers that in turn may sell these securitiesas principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. The Selling Stockholders may also enter into option or other transactions with In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers or other financial institutions or and the creation of one or more derivative securities which require the delivery compensation arrangements relating 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)sales. The Selling Stockholders selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such these sales. In such event, any commissions Commissions received by such these 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 Any broker-dealer receive feesdealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, commissions and markups whichif required, in the aggregate, would exceed eight percent. The Company is required to pay certain fees and expenses incurred by the Company incident a replacement prospectus included in a post-effective amendment to the registration statement of the shareswhich this prospectus is a part. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages selling security holders 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 other persons participating in the applicable state sale 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 offered under this prospectus will be subject to applicable provisions of the Exchange Act Act, and the rules and regulations thereunderunder that act, including Regulation MM. These provisions may restrict activities of, which may and limit the timing of purchases and sales of shares any of the Common Stock by shares by, the Selling Stockholders selling security holders or any other person. We will make copies Furthermore, under Regulation M, persons engaged in a distribution of this prospectus available securities are prohibited from simultaneously engaging in market making and other activities with respect to the Selling Stockholders and have informed them those securities for a specified period of the need to deliver a copy of this prospectus to each purchaser at or time prior to the time commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus. We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur. We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act. The undersigned understands that Youngevity International, Inc. (the “Company”) intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Resale Registration Statement”) for the registration and the 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 entered into by the Company and the undersigned (the “Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale 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 by compliance with pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the 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 Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration Statement and the 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 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 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).