12.

Warrants and Options

The Company issued to Mr. Nicholas W. Jekogian our CEO a Warrant in January 2014 to purchase 1,700,000 shares of the Company’s Class B Common Stock a $.10 in exchange for the complete cancellation of $425,000 of deferred compensation accrued under Mr. Nicholas W. Jekogian’s employment agreement.

On November 8, 2011, the Company issued 740,000 options at an exercise price of $1.25. A total of 148,000 shares vest six months after the grant date. The aggregate intrinsic value was $0.00. The remaining options vest upon the achievement of performance milestones. Options vesting on the achievement of performance milestones will not be recognized as compensation until such milestones are deemed probable of achievement. The Company has approximately $592,000 of unrecognized compensation expense as of December 31, 2014 and 2013, related to unvested share-based compensation awards. For the years ended December 31, 2014 and 2013 compensation expense was $0. Approximately $592,000 will vest upon the achievement of performance milestones.

The weighted-average fair value per share of the options granted is $1.00 estimated on the date of grant using the Black-Scholes-Merton option pricing model; the expected volatility is based upon historical volatility of the Company’s stock. The expected term is based upon observation of actual time elapsed between date of grant and exercise of options for all employees.