Transaction Details

Footnotes

Represents 20,000,000 shares of the Issuer's preferred stock designated as "Series A Convertible Senior Preferred Stock", par value of $0.0001 per share ("Preferred Stock"), purchased for an aggregate purchase price of $40,000,000. Each share of Preferred Stock is convertible into one fully-paid and non-assessable share of Common Stock, subject to adjustment. The Preferred Stock is immediately convertible and has no expiration date. | Consists of securities held of record by an entity owned or controlled by the Reporting Person. The Reporting Person may be deemed to possess voting and investment control over such securities held by such entity, and the Reporting Person may be deemed to have indirect beneficial ownership of such securities held by such entity. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.