NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Notes payable included the following as of December 31, 2021 and 2020: v December 31, December 31, 2021 2020 Secured notes payable: Secured note payable issued January 2, 2018, bearing interest of 6.29% per year. Note was paid off March 16, 2021. $ — $ 22,293 Secured note payable issued December 7, 2018 to a shareholder, bearing interest of 10% per year, due one year after issuance. On March 6, 2020, the note was extended to June 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. 100,000 100,000 Secured note payable issued December 7, 2018 to a shareholder, bearing interest of 10% per year, due one year after issuance. On March 6, 2020, the note was extended to June 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. 100,000 100,000 Secured note payable issued December 7, 2018, bearing interest of 10% per year, due one year after issuance. Note is currently past due. If a default notice is received, the interest rate will be 14%. 100,000 100,000 Secured note payable issued on December 7, 2018 related to the acquisition of MWTS, bearing interest of 6% per year and due in monthly installments of $7,500, with a maturity date of December 8, 2023. 792,470 792,470 Secured note payable issued May 1, 2019 to a shareholder, bearing interest of 10% per year, due July 1, 2019, principal balance $100,000. Note was extended to March 30, 2020. Note is currently past due. If a default notice is received the interest rate will be 14%. 100,000 100,000 Secured note payable issued June 17, 2019 to a shareholder, bearing interest of 10% per year, due June 30, 2020. Note is currently past due. If a default notice is received, the interest rate will be 14%. 80,000 80,000 Secured note payable issued December 12, 2019 to a shareholder, bearing interest of 12% per year, due June 3, 2020. During the year ended December 31, 2021, the note was paid in full. — 25,000 Secured note payable issued July 26, 2019, bearing interest of 7% per year, due in monthly installments ending July 2020. Note is currently past due. If a default notice is received the interest rate will be 10%. On September 29, 2021 we entered into a settlement agreement for $50,000 in cash which was paid on September 29, 2021. — 123,818 Secured note payable with a related party issued February 27, 2020 in connection with the 5J acquisition, bearing interest of 10% per year, due February 1, 2023. 2,000,000 2,000,000 Various notes payable secured by equipment of 5J Trucking, LLC, bearing interest ranging from 5.32% to 5.5% maturing from January 2023 through March 2023. 343,723 568,589 Secured note payable with a related party issued on February 27, 2020, bearing interest of 10.0% per year, due March 1, 2023. 545,050 1,012,237 Secured Master Lease Agreement refinanced substantially all of the 5J Entities equipment and a guarantee by an officer of the Company in the aggregate amount of $11,950,000 which amount was financed based on 75% of the net forced liquidation value of the equipment. The note matures on May 27, 2024. The effective interest rate on this agreement is approximately 18.7%. Effective September 10, 2021, the monthly payment is $208,000. The Company repaid a total of $5,381,005 and accrued interest of $1,018,995 through the new Amerisource term loan described below. Deferred financing costs associated with this agreement were $0 as of December 31, 2021. — 11,708,919 Secured promissory notes for Jake, SMG Industries, Inc, and 5J Trucking LLC, with Small Business Administration Economic Injury Disaster Loans, bearing interest 3.75% annually and matures in June, August, and September 2050. 390,000 390,000 Secured promissory note issued on June 20, 2020. The note is due and payable in thirty-six monthly installments of $45,585 commencing on July 20, 2020 and the final installment is due on July 1, 2023. Unamortized deferred financing costs associated with this agreement were $287,560 as of December 31, 2021. 1,071,821 1,570,617 Secured promissory note with Amerisource, a related party, issued on September 7, 2021 in the amount of $6,400,000, bearing interest at 12%, maturing September 7, 2026. The Company is required to make monthly payments of interest only beginning October 1, 2021, with payments of principal and interest beginning in October 2022. An additional $6,340,000 was paid by Amerisource to Utica to settle the Utica promissory note in full in November 2021. Unamortized deferred financing costs associated with this agreement were $11,793 as of December 31, 2021. 12,740,000 — 18,363,064 18,693,943 Less discounts and deferred finance costs (299,353) (644,907) Less current maturities (3,527,960) (4,010,627) Long term secured notes payable, net of current maturities and discounts $ 14,535,751 $ 14,038,409 On February 27, 2020, the 5J Entities entered into a Master Lease Agreement with Utica Leaseco LLC ("Utica") pursuant to which Utica refinanced substantially all of the 5J Entities equipment in the aggregate amount of $11,950,000 which amount was financed based on 75% of the net forced liquidation value of the equipment. Pursuant to the terms of the Utica Financing, the 5J Entities will pay a monthly fee to Utica for a period of 51 months, with a cash payment due at the end of the lease term in the amount of $831,880. The 5J Entities own all of the assets financed pursuant to the Utica Financing, subject to Utica's security interest in all of the equipment of the 5J Entities pursuant to the terms of the security agreement. Each of the Company and Matthew Flemming, its Interim CEO and Interim CFO, have entered into guaranty agreements with Utica, whereby they have guaranteed all of the obligations of the 5J Entities under the Utica Master Lease Agreement, pursuant to the guaranty. On May 19, 2020 the Company entered into its first amendment to Lease Documents with Utica, whereby for a six month period effective April 27, 2020 the Company's payments were amended to $150,000 per month. On August 31, 2020 the Company entered into its second amendment to Lease Documents with Utica, whereby for a two month period effective October 27, 2020 the Company's payments were amended to $150,000 per month. Starting December 27, 2020, at the end of the modification period, the Company's payment will resume at $379,400 through the maturity date of May 27, 2024. This amendment was accounted for as a modification of the debt. The Utica financing has an effective interest rate of approximately 18.6% following the amendments discussed above. On June 17, 2020, our wholly-owned subsidiary, Momentum Water Transfer Services LLC, executed a note with the SBA for $90,000 in connection with the SBA's EIDL program. The note has a thirty year term, an annual interest rate of 3.75% and payments of $439 are due monthly beginning twelve months from the date of the Note. The Note grants the SBA a general security interest in Momentum’s collateral and has no penalty of prepayment. On July 20, 2020, the 5J Specialized, LLC issued a secured promissory note for $1,641,060, which includes precomputed interest of $287,560. The precomputed interest is being accounted for as a debt discount and amortized through the maturity date of the note. The note is due and payable in thirty-six On August 30, 2020, SMG, executed a note with the SBA for $150,000 in connection with the SBA's EIDL program. The note has a thirty year On September 2, 2020, our wholly-owned subsidiary, 5J Trucking, LLC, executed a note with the SBA for $150,000 in connection with the SBA's EIDL program. The note has a thirty year On March 9, 2021, the Company entered into a third amendment and surrender agreement with Utica requiring weekly payments of $23,750 until May 28, 2021. Upon the occurrence of an event of default under such amendment, and after the expiration of any cure period related to any such default, the surrender agreement entered into between the parties shall govern the surrender of the ownership and possession of the 5J equipment to Utica, or their designee, pursuant to the terms of the Lease agreement between the parties. The surrender agreement directs any third party in possession of any of such equipment to surrender the equipment in their possession to Utica and for Lessee to comply with any related paperwork requests to transfer ownership of the equipment to Utica. The surrender agreement shall terminate on the earlier to occur of: (i) June 25, 2021, or (ii) the occurrence of an event of default, that is not cured within any applicable cure period. From June 4, 2021 to June 25, 2021 the weekly payments shall increase to $112,000 per week, and thereafter commencing on July 27, 2021 the payments shall be $448,000 per month. On June 10, 2021, the Company entered into a fourth amendment and surrender agreement with Utica requiring weekly payments of $60,000 until July 2, 2021. Upon the occurrence of an event of default under such amendment, and after the expiration of any cure period related to any such default, the surrender agreement entered into between the parties shall govern the surrender of the ownership and possession of the 5J equipment to Utica, or their designee, pursuant to the terms of the Lease agreement between the parties. The surrender agreement directs any third party in possession of any of such equipment to surrender the equipment in their possession to Utica and for Lessee to comply with any related paperwork requests to transfer ownership of the equipment to Utica. The surrender agreement shall terminate on the earlier to occur of: (i) June 25, 2021, or (ii) the occurrence of an event of default, that is not cured within any applicable cure period. From July 9, 2021, until August 27, 2021 the weekly payments shall increase to $104,654 per week, and thereafter commencing on August 27, 2021 the payments shall be between $418,616 and $523,270 per month through the maturity date. On August 10, 2021, the Company entered into an amendment of the forbearance agreement and surrender agreement on June 10, 2021 with Utica and 5J Trucking LLC which provided for weekly payments under the terms of the February 2020 lease for $104,654 until August 31, 2021 and a fixed buy out equal to $12,725,000. After August 31, 2021, the payment schedule returns to its original terms as per the June 10, 2021 amendment. On September 7, 2021, 5J Trucking, 5J Oilfield, 5J Transportation, 5J Brokerage and 5J Specialized LLC (the “5J Entities”) entered into a loan agreement (“Loan Agreement”) and security agreement (“Security Agreement”) with Amerisource Funding Inc. (“Amerisource”) in the total amount of $12,740,000. Pursuant to the terms of the Loan Agreement, the 5J Entities will pay interest only on a monthly basis through October 1, 2022 and principal and interest thereafter over the remaining term through September 7, 2026. The Note bears interest at a rate of 12.0% per annum and may be prepaid early at any time without penalty. The 5J Entities will also pay an annual collateral management fee to Amerisource in the amount of 0.40% of the total loan amount payable at the closing and each anniversary during the term of the note. Amerisource is a related party of the Company due to its holdings of common stock and convertible debt of the Company and has an officer on the Board of Directors of the Company. Pursuant to the terms of the Security Agreement, the 5J Entities granted a security interest in all of their assets to Amerisource as collateral for the repayment of the Amerisource loan, however, until such time as Utica has been paid in full pursuant to the master lease agreement entered into by and between 5J Trucking and 5J Oilfield with Utica on February 27, 2020, Utica will continue to have a priority security interest in a significant portion of the 5J Entities assets. In connection with the Loan Agreement, the Company, the parent company of each of the 5J Entities, entered into a pledge agreement pursuant to which the Company has granted a security interest in all of its assets to Amerisource and a guaranty agreement pursuant to which the Company has guaranteed the timely payment of all amounts due under the Loan Agreement. The Loan Agreement includes customary covenants, including a negative convent that the 5J Entities may not create or permit for any lien to exist on the collateral nor enter into any new debt agreement. The proceeds from the issuance of the Note were used to pay down the outstanding balance owed to Utica pursuant to a Second Forbearance Agreement entered into by and between 5J Trucking and 5J Oilfield with Utica on September 7, 2021. The Utica agreement was paid in full through the Amerisource Loan Agreement in November 2021. On July 12, 2021, the Company paid in full a December 12, 2019 promissory note with a principal balance of $25,000 that matured including all accrued interest for $29,973. Notes Payable - Discontinued Operations On January 23, 2020, the Trinity Services issued a secured promissory note for $1,272,780, which includes precomputed interest of $210,018. The note is due and payable in thirty-six monthly installments of $35,355 commencing on March 25, 2020 and the final installment is due on February 25, 2023. The note is secured by machinery and equipment owned by SMG. During the year ended December 31, 2021, the secured promissory note was retired in full. As of December 31, 2020, the balance of this note payable is included in Current Liabilities-Discontinued Operations on the Company’s Consolidated Balance Sheet. On September 19, 2019, the Company issued an unsecured note with vendor for $135,375. The promissory note has an annual interest rate of 10.0% and was due at October 30, 2019. The note was issued in exchange for of settlement of accounts payable. As of December 31, 2021 and 2020, the $45,708 balance of this note payable is included in Current Liabilities-Discontinued Operations on the Company’s Consolidated Balance Sheet. On March 6, 2020, Trinity Services, LLC entered into an unsecured line of credit agreement with Red River Bank. The revolving line of credit provides for a maximum balance of $200,000, accrues interest at 5.750% annually, and matures on March 6, 2021. Trinity will pay this loan in full immediately upon Red River’s demand. If no demand is made, Trinity will pay this loan in one payment of all outstanding principal plus all unpaid interest at maturity. As of December 31, 2021 and 2020, the $200,000 and $186,037 balance of this note payable is included in Current Liabilities-Discontinued Operations on the Company's Consolidated Balance Sheet. On May 27, 2020, our wholly-owned subsidiaries, Trinity Services, LLC and MG Cleaners, LLC each executed notes with the SBA for $150,000 in connection with the SBA's economic injury disaster loan ("EIDL") program. The notes have a thirty year term, an annual interest rate of 3.75% and payments of $731 are due monthly beginning twelve months from the date of the note. The notes grant the SBA a general security interest in Trinity Services' and MG Cleaners' collateral and has no penalty of prepayment. Notes Payable – Unsecured December 31, December 31, 2021 2020 Unsecured promissory note for 5J Oilfield Services LLC with Small Business Administration (“SBA”) Paycheck Protection Program (“PPP1”), bearing interest 1.00% annually and was scheduled to mature in April 2022. The loan was forgiven on June 3, 2021. $ — $ 3,148,100 Insurance premium financing note with original principal of $1,487,202, monthly payments of $153,537, with stated interest of 6.99%, maturing on May 1, 2022. 743,576 — Insurance premium financing note with original principal of $292,065, monthly payments of $7,793, with stated interest of 5.78%, maturing on February 14, 2022. 58,413 — Unsecured note payable with a shareholder. Note issued on August 10, 2018 for $40,000, due December 30, 2018 (extended to June 30, 2020) and 10% interest per year, balance of payable is due on demand. Additional $25,000 advanced and due on demand. Note is currently past due. If a default notice is received, the interest rate will be 15%. 44,559 44,559 Unsecure advances from the sellers of MWTS, non-interest bearing and due on demand 35,000 35,000 Unsecured payable for settlement of lawsuit with an original settlement of $196,188, monthly payments of $6,822 for 24 months, with an interest rate of 6% and a default interest rate of 18%. 98,433 — Unsecured note payable with a shareholder, a related party. Note issued on December 22, 2021 for $150,000, due January 31, 2022 and 12% interest per year. Deferred financing costs associated with this agreement were $87,187 as of December 31, 2021. 150,000 — Unsecured note payable with a shareholder, a related party. Note issued on December 22, 2021 for $150,000, due January 31, 2022 and 12% interest per year. Deferred financing costs associated with this agreement were $87,187 as of December 31, 2021. 150,000 — Unsecured note payable with a shareholder. Note issued on December 22, 2021 for $150,000, due January 31, 2022 and 12% interest per year. Deferred financing costs associated with this agreement were $87,187 as of December 31, 2021. 150,000 — Notes payable - unsecured 1,429,981 3,227,659 Less discounts and deferred finance costs (261,561) — Less current portion (1,168,420) (2,187,436) Notes payable - unsecured, net of current portion $ — $ 1,040,223 In April 2020, 5J Oilfield Services LLC was informed by Hancock Whitney Bank, its lender, that they received approval from the U.S. Small Business Administration ("SBA") to fund 5J's request for a loan under the SBA's Paycheck Protection Program ("PPP Loan") created as part of the recently enacted Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") administered by the SBA. In connection with the PPP Loan, 5J has entered into a two-year promissory note. Per the terms of the PPP Loan, 5J will return $10,000 of the SBA advance and receive net cash proceeds of $3,148,100 from the Hancock Whitney Bank. In accordance with the requirements of the CARES Act, 5J intends to use the proceeds from the PPP Loan primarily for payroll costs. The PPP Loan is scheduled to mature on August 22, 2022, has a 1.00% interest rate, and is subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The loan was forgiven on June 3, 2021. The gain on the forgiveness of the loan is included in other income on the Company’s Consolidated Statement of Operations for the year ended December 31, 2021. On January 28, 2021, 5J Oilfield Services LLC received proceeds of $1,769,002 under the SBA PPP2 program. On February 3, 2021, Jake Oilfield Solutions LLC received proceeds of $35,000 under the SBA PPP2 program. On February 4, 2021, SMG Industries, Inc. received proceeds of $70,000 under the SBA PPP2 program. The Jake Oilfield Solutions LLC and the SMG Industries, Inc. SBA PPP2 loans of $35,000 and $70,000, respectively were forgiven on September 29, 2021. In October 2021, the 5J Oilfield Services LLC PPP2 loan was forgiven in full. The gain on the forgiveness of the loans are included in other income on the Company’s Consolidated Statement of Operations for the year ended December 31, 2021. Unsecured Notes Payable – Discontinued Operations On April 28, 2020, Trinity, received proceeds of $195,000 under the SBA PPP1 program. In accordance with the requirements of the CARES Act, the Companies used the proceeds from the PPP1 Loan primarily for payroll costs. The loans have a 1.00% interest rate and are subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The PPP Loan was scheduled to mature on, August 28, 2020. The Trinity loan was forgiven February 16, 2021. On February 1, 2021, Trinity, received proceeds of $133,018 under the SBA PPP2 program. The loans have a 1.00% interest rate and are subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The PPP Loan was scheduled to mature on, August 1, 2021. An additional $133,018 under the PPP2 program was forgiven in September 2021. The Trinity loans were included in Current Liabilities-Discontinued Operations on the Company’s December 31, 2020 Consolidated Balance Sheet and the gain on the forgiveness of the loan is included in loss from discontinued operations on the Company’s Consolidated Statement of Operations for the year ended December 31, 2021. Accounts Receivable Financing Facility (Secured Line of Credit) On June 19, 2019, Jake Oilfield Solutions LLC (“Jake”), each of which is a wholly-owned subsidiary of the Company, entered into separate revolving accounts receivable financing facilities (collectively the “AR Facility”) with Catalyst Finance L.P. (“Catalyst”). The AR Facility was funded on June 27, 2019. The new AR Facility with Catalyst was used to pay off the Crestmark facility in full. The AR Facility provides for the Company, through Trinity and Jake, to have access to up to 90% of the net amount of eligible receivables (as defined in the financing agreement). The AR Facility is paid for by the assignment of the accounts receivable of Jake to Catalyst and is secured by all instruments and proceeds related thereto. The AR Facility has an interest rate of 2.25% in excess of the prime rate reported by the Wall Street Journal per annum, plus a financing fee equal to 0.20% of the receivable balance every 15 days, with a maximum cumulative rate of 1.6%. There are no origination fees, monitoring or early termination fees. The AR Facility can be terminated by the Company with thirty days written notice. The Company is a guarantor of the financing facility and our subsidiaries as borrowers have cross-collateralized their accounts receivable with this facility. This arrangement was terminated in May 2020. On February 27, 2020, the 5J Entities entered into a Revolving Accounts Receivable Assignment and Term Loan Financing and Security Agreement with Amerisource Funding Inc. ("Amerisource") in the aggregate amount of $10,000,000 ("Amerisource Financing").The Amerisource Financing provides for: (i) an equipment loan in the principal amount of $1,401,559 ("Amerisource Equipment Loan"), (ii) a bridge term facility in the amount of $550,690 ("Bridge Facility"), and (iii) an accounts receivable revolving line of credit up to $10,000,000 ("AR Facility"). The Company recorded deferred financing costs of $223,558 recognized on the date of incurrence as a discount. During the years ended December 31, 2021 and 2020, $96,442 and $82,349 of debt discount was amortized to interest expense, and unamortized discount was $28,428 and $124,870 as of December 31, 2021 and 2020, respectively. Amerisource is a related party of the Company due to its holdings of common stock and convertible debt of the Company and has an officer on the Board of Directors of the Company. The AR Facility has been issued in an amount not to exceed $10,000,000, with the maximum availability limited to 90% of the eligible accounts receivable (as defined in the financing agreement). The AR Facility is paid for by the assignment of the accounts receivable of each of the 5J Entities and is secured by all instruments and proceeds related thereto. The AR Facility has an interest rate of 4.5% in excess of the prime rate per annum, an initial collateral management fee of 0.75% of the maximum account limit per annum, a non-usage fee of 0.35% assessed on a quarterly basis on the difference between the maximum availability under the AR Facility and the average daily revolving loan balance outstanding, and a one time commitment fee equal to $100,000 paid at closing. The AR Facility can be terminated by the 5J Entities with 60 days written notice. There is an early termination fee equal to two percent (2.0)% of the then maximum account limit if there are more than twelve (12) months remaining in term of the AR Facility, or one percent (1.0)% of the then maximum account limit if there twelve months or less remaining in the term of the AR Facility. The Company is a guarantor of the Amerisource Financing. The balances under the above lines of credit was $9,468,759 and $4,046,256 as of December 31, 2021 and 2020, respectively. Convertible Notes Payable On September 28, 2018, the Company entered into a secured note purchase agreement with an individual investor for the purchase and sale of a convertible promissory note (“Convertible Note”) in the principal amount of $250,000. The Convertible Note is convertible at any time after the date of issuance into shares of the Company’s common stock at a conversion price of $0.50 per share. Interest on the Note shall be paid to the investor at a rate of 8.5% per annum, paid on a quarterly basis, and the maturity date of the Convertible Note is two years after the issuance date. The Convertible Note is secured by all of the assets of the Company, subject to prior liens and security interests. The Company evaluated the Convertible Note and determined is a conventional convertible instrument. As a result, a beneficial conversion feature was calculated as $100,000 at the time of issuance and recorded as a discount. During the year ended December 31, 2020, $39,075 of the discount was fully amortized. On February 27, 2020, the principal amount of $250,000 was converted into the Amerisource Stretch Note and is convertible into the Company's common stock at a fixed exercise price of $0.25 per share anytime while the note is outstanding. On February 27, 2020, the Company entered into a loan agreement with Amerisource Leasing Corporation, which has an equity ownership of 12.2% and is considered a related party, for the sale of a 10% convertible promissory note in the principal amount of $1,600,000 ("Amerisource Stretch Note"). The Amerisource Stretch Note matures on February 27, 2023 and is convertible into shares of the Company's common stock at a conversion price of $0.25 per share. The interest rate on the Amerisource Stretch Note increases to 11% per annum on February 27, 2021 and to 12% per annum on February 27, 2022. Interest shall be paid on a quarterly basis. In addition, 2,498,736 shares of the Company's common stock with a fair value of $419,788 were issued to the noteholder in connection with the sale of the Amerisource Note. The Company recorded deferred financing costs of $419,788 recognized on the date of incurrence as a discount and will be amortized over the life of the loan During the years ended December 31, 2021 and 2020, $151,590 and $116,608 of debt discount was amortized to interest expense, and there was $151,589 and $303,180 of unamortized discount as of December 31, 2021 and 2020, respectively. The Amerisource Stretch Note may be prepaid at any time by the Company on 10 days-notice to the noteholder without penalty. During the year ended December 31, 2020, the Company entered into secured note purchase agreements with nine individual investors for the purchase and sale of convertible promissory notes ("Convertible Notes") in the principal amount of $2,019,000. The Convertible Notes are convertible at any time after the date of issuance into shares of the Company's common stock at a conversion price of $0.10 per share. Interest on the Convertible Notes shall be paid to the investors at a rate of 10.0% per annum, paid on a quarterly basis, and the maturity date of the Convertible Notes is two years after the issuance date. The Convertible Notes are secured by all of the assets of the Company, subject to prior liens and security interests. The Company also issued a total of 3,028,500 shares of common stock to the investors. The Company recognized a debt discount of $1,057,710 which is equivalent to the relative fair value of the 3,028,500 common shares and the beneficial conversion feature on the Convertible Notes. During the year ended December 31, 2020, $158,930 of the discount was amortized. Of the $2,019,000 principal amount, $1,669,000 of the convertible notes are held by investors who are considered related parties, primarily existing debt holders. As of December 31, 2020, there was $898,780 of unamortized discount remaining. During the year ended December 31, 2021, the Company received $3,906,079 of cash, $522,301 of reduction of outstanding payables, and $859,439 of expenses paid on behalf of the Company in the form of new convertible notes under the terms above from related parties. The lenders received 7,931,612 shares of the Company’s restricted common stock. The Company recognized a debt discount of $5,138,070 based on the relative fair value of these shares and the beneficial conversion feature on the Convertible Notes. During the year ended December 31, 2021, $1,518,142 of debt discount was amortized to interest expense, and there was $4,518,708 of unamortized discount as of December 31, 2021. The convertible promissory notes issued for non-cash consideration described above included the following: During the year ended December 31, 2021, the Company issued multiple convertible promissory notes in the aggregate amount of $609,439, in exchange for payment of Company expenses of $609,439 to Steve Madden. The convertible notes mature after twenty-four months, pays 10% per annum interest rate, paid quarterly, and have a fixed conversion rate at $0.10 per share. This lender also received 914,160 shares of the Company’s restricted common stock in connection with this convertible note investment On October 4, 2021, Newton Dorsett was issued a $77,592 secured convertible note, paid in kind to settle outstanding payables, that matures after twenty-four months, pays a 10% per annum interest rate, paid quarterly, and has a fixed conversion rate at $0.10 per share. This lender also received 116,388 shares of the Company’s restricted common stock in connection with this convertible note investment. On October 29, 2021, James Frye was issued a $212,000 secured convertible note, paid in kind to settle outstanding payables, that matures after twenty-four months, pays a 10% per annum interest rate, paid quarterly, and has a fixed conversion rate at $0.10 per share. This lender also received 318,000 shares of the Company’s restricted common stock in connection with this convertible note investment. On October 30, 2021 James Frye was issued a $232,709 secured convertible note, paid in kind to settle outstanding payables, that matures after twenty-four months, pays a 10% per annum interest rate, paid quarterly, and has a fixed conversion rate at $0.10 per share. This lender also received 349,064 shares of the Company’s restricted common stock in connection with this convertible note investment. On December 16, 2021, Steve Madden was issued a $250,000 secured convertible note, paid in kind for services as Chief Transition Officer, that matures after twenty-four months, pays a 10% per annum interest rate, paid quarterly, and has a fixed conversion rate at $0.10 per share. The convertible note was recorded as a prepaid expense to be amortized over a one year period. This lender also received 375,000 shares of the Company’s restricted common stock in connection with this convertible note investment. On July 12, 2021, the Company paid in full a secured convertible note originally issued April 2019 with a principal balance of $50,000 that matured including all accrued interest for $54,896. Of the $8,907,035 principal amount, $7,906,740 of the Convertible Notes are held by investors, officers and board members, who are considered related parties, primarily existing debt holders. As of December 31, 2021, the convertible notes, net balance was $4,236,817 which long term convertible notes payable of $2,620,145 and current portion of convertible notes of $1,616,672. As of December 31, 2020, the convertible notes, net balance was |