$5.0 Million Strategic Preferred Investment

Under the non-binding term sheet, the Investor would invest an aggregate of $5.0 million in convertible preferred stock, funded in three tranches, subject to definitive documentation. Proceeds are expected to be used for general working capital during the strategic transition, and the satisfaction or discharge of existing liabilities and transaction expenses.

As part of the proposed investment, the Investor would seek to enable strategic initiatives designed to maximize shareholder value, including by making additional capital available. The Company is expected to continue operations during the period.

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