The Non-Revolving Credit Facility Agreement provides, among other things, that: (i) the Company shall not, in a single transaction or series of similar transactions, spend more than ten thousand dollars ($10,000) without express prior approval of the Lender, which approval shall not be unreasonably withheld; (ii) from the time of the first draw on the Loan through December 31, 2024, own and maintain minimum Liquid Assets (as defined in the Non-Revolving Credit Facility Agreement) of at least $250,000.00, and commencing on January 1, 2025, and through the remaining term of the Loan, maintain minimum Liquid Assets of at least $350,000. The Non-Revolving Credit Facility Agreement also contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations on certain other indebtedness, loans and investment, liens, mergers, asset sales, and transactions with affiliates, as well as customary events of default for financings of this type. The foregoing description of the Non-Revolving Credit Facility Agreement does not purport to be complete and is qualified in its entirety by the Non-Revolving Credit Facility Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. A copy of the Non-Revolving Credit Note is filed as Exhibit 10.2 hereto and is incorporated by reference herein. Amendment to Convertible Debenture Financing As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2022, the Company entered into Securities Purchase Agreements (“SPAs”), on December 19, 2022, with each of BAM I, A Series of Bengal Catalyst Fund SPV, LP, a Delaware limited partnership, Mindset Value Fund LP, a Delaware limited partnership, and Mindset Value Wellness Fund LP, a Delaware limited partnership (collectively, the “Investors”), pursuant to which the Company issued to the Investors unsecured five-year convertible debentures in the aggregate principal amount of US$3,000,000 (the “Debentures”) and common stock purchase warrants (the “Warrants”) to acquire 15,000,000 shares of common stock of the Company (each, a “Warrant Share”). Contemporaneously with the Non-Revolving Credit Facility, the Company and each Investor entered into an amendment to the respective Debenture (each, a “Debenture Amendment”), pursuant to which the Company and each Investor agreed to amend the Investor’s respective Debenture as follows: a. The definition of “Interest Rate” is amended and restated in its entirety as follows: “Interest Rate” shall mean the Cash Pay Rate and the PIK Rate. b. The following definitions shall be added: “Cash Payment” shall mean seven and one half percent (7.5%) per annum. “Monthly Payment Date” shall mean the fifteenth (15th) day of each calendar month. “PIK Rate” shall mean seven and one half percent (7.5%) per annum. c. Section 2.2 is amended and restated in its entirety as follows: |