Note

–

Warrants and Registration Rights Agreements

The following table presents a summary of the status of our issued warrants as of

March 31, 2021,

and changes during the

three

months then ended:

	Shares Underlying Warrants			Weighted Average Exercise Price

Outstanding, December 31, 2020		6,034,702		$	0.07
Granted		-			-
Canceled / Expired		-			-
Exercised		(1,034,702	)		-

Outstanding, March 31, 2021		5,000,000		$	0.09

Midcap Warrant

The line of credit agreement with MidCap described in Note

has been amended from time to time and when it was necessary under the terms of the agreement to obtain MidCap's consent to the transactions contemplated by the above mentioned GH Notes and Golisano LLC Notes. On

April 22, 2019

subsequent to entering into the MidCap Seventeenth Amendment, the Company issued a warrant to MidCap exercisable for up to

500,000

shares of Company common stock at an exercise price of

$0.76

per share. The Company has reserved

500,000

shares of Company common stock for issuance. The warrant expires on

April 22, 2021.

GH Warrants

In connection with the

July 2018

GH Note, we issued GH a warrant to purchase an aggregate of

2,500,000

shares of the Company's common stock at an exercise price of

$0.01

per share (the

"July 2018

GH Warrant"). The Company has reserved

2,500,000

shares of the Company's common stock for issuance under the

July 2018

GH Warrant. The

July 2018

GH Warrant expires on

July 27, 2024.

The

July 2018

GH Warrant is also subject to customary adjustments upon any recapitalization, reorganization, stock split, combination of shares, merger or consolidation. The Company estimated the value of the warrant using the Black-Scholes option pricing model and recorded a debt discount of

$1,479,

which is being amortized over the term of the

July 2018

GH Note.

In connection with the

November 2018

GH Note, we issued GH a warrant to purchase an aggregate of

2,000,000

shares of the Company's common stock at an exercise price of

$0.01

per share (the

"November 2018

GH Warrant"). The Company has reserved

2,000,000

shares of the Company's common stock for issuance under the

November 2018

GH Warrant. The

November 2018

GH Warrant expires on

November 5, 2024.

The

November 2018

$1,214

which is being amortized over the term of the

November 2018

GH Note.

Warrants Issued into Escrow

March 31, 2021,

there were

21,730,287

outstanding warrants held in escrow (“Escrow Warrants”). These Escrow Warrants are held in escrow and are

not

exercisable unless the Company defaults on the related debt. These Escrow Warrants are as follows:

Golisano Escrow Warrants

In connection with the Golisano LLC

January 2016

Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

1,136,363

shares of the Company's common stock at an exercise price of

$0.01

per share (the

“January 2016

Golisano Warrant”). The

January 2016

Golisano Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of

January 28, 2019 (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved

1,136,363

shares of the Company's common stock for issuance under the

January 2016

Golisano Warrant. The

January 2016

Golisano Warrant, if exercisable, expires on

February 28, 2022.

The

January 2016

Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC

March 2016

Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

3,181,816

shares of the Company's common stock at an exercise price of

$0.01

per share (the

“March 2016

Golisano Warrant”). The

March 2016

Golisano Warrant will

not

March 21, 2019 (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved

3,181,816

shares of the Company's common stock for issuance under the

March 2016

Golisano Warrant. The

March 2016

Golisano Warrant, if exercisable, expires on

March 21, 2022.

The

March 2016

In connection with the Golisano LLC

July 2016

Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

2,168,178

shares of the Company's common stock, at an exercise price of

$0.01

per share (the “Golisano

July 2016

Warrant”). The Golisano

July 2016

Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC

July 2016

Note and any accrued and unpaid interest thereon as of

July 21, 2019 (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC

July 2016

Note). We have reserved

2,168,178

shares of the Company's common stock for issuance under the Golisano

July 2016

Warrant. The Golisano

July 2016

Warrant, if exercisable, expires on

July 21, 2022.

The Golisano

July 2016

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC

December 2016

Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

1,136,363

shares of the Company's common stock, at an exercise price of

$0.01

per share (the “Golisano

December 2016

Warrant”). The Golisano

December 2016

Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC

December 2016

Note and any accrued and unpaid interest thereon as of

December 31, 2019, (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC

December 2016

note). We have reserved

1,136,363

shares of the Company's common stock for issuance under the Golisano

December 2016

Warrant. The Golisano

December 2016

Warrant, if exercisable, expires on

December 30, 2022.

The Golisano

December 2016

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC

March 2017

Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

1,484,847

shares of the Company's common stock, at an exercise price of

$0.01

per share (the “Golisano

March 2017

Warrant”). The Golisano

March 2017

Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC

March 2017

Note and any accrued and unpaid interest thereon as of

December 31, 2019 (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC

March 2017

Note). We have reserved

1,484,847

shares of the Company's common stock for issuance under the Golisano

March 2017

Warrant. The Golisano

March 2017

Warrant, if exercisable, expires on

March 14, 2023.

The Golisano

March 2017

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC

February 2018

Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

1,818,182

shares of the Company's common stock at an exercise price of

$0.01

per share (the "Golisano

2018

Warrant"). The Golisano

2018

Warrant will

not

be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC

February 2018

Note and any accrued and unpaid interest thereon as of

February 6, 2021, (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an acceleration notice. The Company has reserved

1,818,182

shares of the Company's common stock for issuance under the Golisano

2018

Warrant. The Golisano

February 2018

Warrant expires on

February 6, 2024.

We previously entered into a registration rights agreement with Golisano LLC, dated as of

October 5, 2015 (

the “Registration Rights Agreement”), granting Golisano LLC certain registration rights for certain shares of the Company's common stock. The shares of common stock issuable pursuant to the above Golisano LLC warrants are also entitled to the benefits of the Registration Rights Agreement.

GH Escrow Warrants

In connection with a

January 2016

GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of

1,136,363

shares of the Company's common stock at an exercise price of

$0.01

per share (the

“January 2016

GH Warrant”). The

January 2016

GH Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the

January 2016

GH Note and any accrued and unpaid interest thereon as of

January 28, 2019 (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the

January 2016

GH Note). We have reserved

1,136,363

shares of the Company's common stock for issuance under the

January 2016

GH Warrant. The

January 2016

GH Warrant, if exercisable, expires on

February 28, 2022.

The

January 2016

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with a

March 2016

GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of

3,181,816

shares of the Company's common stock at an exercise price of

$0.01

per share (the

“March 2016

GH Warrant”). The

March 2016

GH Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the

March 2016

GH Note and any accrued and unpaid interest thereon as of

March 21, 2019 (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the

March 2016

GH Note). We have reserved

3,181,816

shares of the Company's common stock for issuance under the

March 2016

GH Warrant. The

March 2016

GH Warrant, if exercisable, expires on

March 21, 2022.

The

March 2016

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the

December 2016

GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of

1,136,363

shares of the Company's common stock, at an exercise price of

$0.01

per share (the

“December 2016

GH Warrant”). The

December 2016

GH Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the

December 2016

GH Note and any accrued and unpaid interest thereon as of

December 31, 2019 (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the

December 2016

GH Note). We have reserved

1,136,363

shares of common stock for issuance under the

December 2016

GH Warrant. The

December 2016

GH Warrant, if exercisable, expires on

December 30, 2022.

The

December 2016

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the

August 2017

GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of

1,363,636

shares of the Company's common stock, at an exercise price of

$0.01

per share (the

“August 2017

GH Warrant”). The

August 2017

GH Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the

August 2017

GH Note and any accrued and unpaid interest thereon as of

August 29, 2020 (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the

August 2017

GH Note). We have reserved

1,363,636

shares of common stock for issuance under the

August 2017

GH Warrant. The

August 2017

GH Warrant, if exercisable, expires on

August 30, 2023.

The

August 2017

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the

February 2018

GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of

1,818,182

shares of the Company's common stock at an exercise price of

$0.01

per share (the

"February 2018

GH Warrant"). The

February 2018

GH Warrant will

not

be released from escrow or be exercisable unless and until the Company fails to pay GH the entire unamortized principal amount of the note and any accrued and unpaid interest thereon as of

February 6, 2021, (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an acceleration notice. The Company has reserved

1,818,182

shares of the Company's common stock for issuance under the

February 2018

GH Warrant. The

February 2018

GH Warrant expires on

February 6, 2024.

Little Harbor Escrow Warrant

The Little Harbor Delayed Draw Note required that we issue into escrow in the name of Little Harbor a warrant to purchase an aggregate of

2,168,178

shares of common stock at an exercise price of

$0.01

per share (the “Little Harbor

July 2016

Warrant”). The Little Harbor

July 2016

Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Little Harbor the entire unamortized principal amount of the Little Harbor Delayed Draw Note and any accrued and unpaid interest thereon as of

January 28, 2019 (

which has been extended to

October 22, 2021 –

See Note

) or such earlier date as is required pursuant to an acceleration notice (as defined in the Little Harbor Delayed Draw Note). We have reserved

2,168,178

shares of the Company's common stock for issuance under the Little Harbor

July 2016

Warrant. The Little Harbor

July 2016

Warrant, if exercisable, expires on

July 21, 2022.

The Little Harbor

July 2016

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. The Little Harbor

July 2016

Warrant grants Little Harbor certain registration rights for the shares of the Company's common stock issuable upon exercise of the Little Harbor

July 2016

Warrant.