Notes Payable as of December 31, 2022 consisted of the following:

	Interest Rate		Principal		Accrued Interest		Discount			Balance
Government Assistance Notes in Default
Paycheck Protection Program		1%	$	362,500	$	10,117	$	—		$	372,617
Paycheck Protection Program		1%		337,050		6,585		—			343,635
			$	699,550	$	16,702	$	—		$	716,252
Promissory Notes
Promissory notes		5%	$	127,500	$	4,847	$	—		$	132,347
Coventry Enterprises 11-9-22		10%		250,000		3,144		(140,795	)		112,349
AJB Capital 12-29-22		10%		1,870,000		—		(236,800	)		1,633,200
			$	2,247,500	$	7,991	$	(377,595	)	$	1,877,896

	Interest Rate		Principal		Accrued Interest		Discount			Balance
Convertible Promissory Notes in Default
Silverback 2-12-21		22%	$	995,130	$	117,520	$	—		$	1,112,650
Dublin Holdings 2-6-21		8%		491,643		1,080		—			492,723
Dublin Holdings 8-25-21		8%		335,000		38,616		—			373,616
Dublin Holdings 11-5-21		8%		225,000		21,899		—			246,899
			$	2,046,773	$	179,115	$	—		$	2,225,888
Convertible Promissory Notes
1800 Diagonal 10-17-22		8%	$	88,000	$	622	$	(36,338	)	$	52,284
1800 Diagonal 11-14-22		8%		60,500		1,458		(27,791	)		34,167
Quick Capital 11-2-22		12%		95,556		1,898		(86,277	)		11,177
			$	244,056	$	3,978	$	(150,406	)	$	97,628

On April 17, 2020, the Company received $362,500 under the Paycheck Protection Program of the U.S. Small Business Administration’s (SBA) 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). The interest rate is one percent (1%). The loan was due April 2022.

On February 3, 2021, the Company received $337,050 under the Paycheck Protection Program of the U.S. Small Business Administration’s (SBA) 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). The interest rate is one percent (1%). The loan was due February 2023.

As part of the assets purchased from Bridgetown Mushrooms the Company assumed a loan from the Small Business Administration in the amount of $79,600. The note has an interest rate of 3.75%. The note is secured by certain assets acquired from Bridgetown Mushrooms and is due June 5, 2050.

At June 30, 2023 the Company had outstanding unsecured borrowings from four parties which total $208,235. Included in this total the Company assumed a secured note from an individual in connection with the asset purchase. The balance of this note was $38,502 at June 30, 2023. This note is secured by specific equipment acquired in the acquisition of Bridgetown.

On March 9, 2023 and March 29, 2023 the Company borrowed $105,000 from Arin Funding, less transaction fees of $1,550. The notes are secured by future sales in the total amount of $149,550. The notes are being repaid by daily debits against our bank account and are to be repaid within nine months of the issuance date. On June 30, 2023, $94,637 of these notes remains outstanding.

The various Convertible Notes are In Default under the terms of the agreements. Defaults include not filing with the SEC on a timely basis, or missed interest/principal payments. As a result, the interest rate increased for a number of such notes, plus any discount associated with the derivative liability calculation must be written off. The impact on these notes was recorded during the second quarter of 2023 as the Company did not file the Form 10-K for 2022 when due.

The 22% Notes are convertible at the holder’s option into the Company’s common stock at 65% of the lower of $1.35 or 50% of the average of the lowest three days stock price during the previous twenty trading days. During the six months ended June 30, 2023, Silverback converted principal and interest of $175,973 into 8,495,000 shares of our common stock at an average per share conversion price of $0.021. On April 17, 2023 Silverback issued the Company a Default Notice for not filing the Form10-K for 2022 on a timely basis which resulted in increasing the debt by $49,757.

On August 25, 2021, and on November 5, 2021, the Company entered into the following agreements with Bucktown: (i) Securities Purchase Agreements; (ii) Secured Convertible Promissory Notes; and (iii) Security Agreements. The total amount for these Notes is $560,000; the Note carries an aggregate original issue discount of $50,000 and a transaction expense amount of $10,000. The Notes have an interest rate of eight percent (8%). The Note is convertible, at Bucktown’s option, into the Company’s common stock at $0.10 per share (“Lender Conversion Price”), subject to adjustment as provided for in the Note. However, in the event the Market Capitalization (as defined in the Note) falls below the Minimum Market Capitalization the Lender Conversion Price shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion. During the six months ended June 30, 2023, Dublin converted principal and interest of $55,000 into 1,948,627 shares of our common stock at an average per share conversion price of $0.028.

On June 30, 2023 Dublin Holdings assumed the three notes from Bucktown. The were no changes to any of the debt agreements.

The Company’s obligation to pay the Notes, or any portion thereof, are secured by all the Company’s assets.

On October 17, 2022, and on November 11, 2022, the Company entered into the following agreements with 1800 Diagonal Lending LLC: (i) Securities Purchase Agreements; and (ii) Convertible Promissory Notes. The total amount for these Notes is $148,500; the Note carries an aggregate original issue discount of $13,500 and a transaction expense amount of $7,000. The Notes are due one year from the issuance date. The Notes have an interest rate of eight percent (8%). Upon default by the Company the interest rate increases to twenty-two percent (22%). After six months from the issue date, the Notes are convertible, at 1800 Diagonal’s option, into the Company’s common stock at seventy-five percent (75%) of the average of the lowest three days closing price over the prior fifteen trading days.

On April 17, 2023 1800 Diagonal issued the Company a Default Notice for not filing the Form10-K for 2022 on a timely basis which resulted in increasing the October 17, 2022 debt by $44,000 and the November 11, 2022 debt by $31,289.

On November 2, 2022, the Company entered into the following agreements with Quick Capital LLC: (i) Note Purchase Agreement, (ii) Convertible Promissory Note, and (iii) Common Stock Purchase Warrant. The total amount for this Note is $95,555; the Note carries an aggregate original issue discount of $9,555. and a transaction expense amount of $11,000. Additionally, under the Note Purchase Agreement the Company agreed to issue 100,000 shares of Common Stock (the “Commitment Shares”) to the Investor as additional consideration for the Note. The Note is due eight months from the issuance date. The Note has an interest rate of twelve percent (12%). Upon default by the Company the interest rate increases to twenty-four percent (24%). The Note is convertible, at Quick Capital’s option, into the Company’s common stock at the lower of $0.06 or seventy-five percent (75%) of the average of the lowest two days closing price over the prior fifteen trading days. Upon default by the Company the conversion price is adjusted to $0.03 per share. The Warrant agreement allows for Quick Capital to purchase 1,911,111 shares at $0.05 per share and has a five-year term. No payments were made by the Company since inception of this Note.

On November 9, 2022, the Company entered into the following agreements with Coventry Enterprises LLC: (i) Securities Purchase Agreement; and (ii) Promissory Note. The total amount of the Note is $250,000; the Note carries an aggregate original issue discount of $50,000. Additionally, under the Securities Purchase Agreement the Company agreed to issue 200,000 shares of Common Stock and 1,800 shares of Preferred Stock which is convertible into 1,800,000 shares of Common Stock (the “Commitment Shares”) to the Investor as additional consideration for the Note. The Note carries an interest rate of ten percent (10%) per annum and matures on November 9, 2023. Upon default by the Company the interest rate increases to eighteen percent (18%). Upon default by the Company, the Note is convertible by Coventry into the Company’s common stock at ninety percent (90%) of the lowest trading price during the previous twenty trading days. The Note requires monthly payments of $39,286 commencing April 9, 2023 and ending November 9, 2023. The Company made one payment in April 2023.

On April 26, 2023 Coventry converted 1,200 preferred shares into 1,200,000 shares of the Company’s common stock.

On May 17, 2022, the Company entered into the following agreements with AJB Capital Investments LLC: (i) Securities Purchase Agreement; and (ii) Promissory Note; (iii) Common Stock Purchase Warrant; and (iv) Security Agreement. The total amount of the Note is $750,000; the Note carries an aggregate original issue discount of $75,000 and transaction expenses of $56,000. The Note carries an interest rate of ten percent (10%) per annum and matures on November 17, 2022. Should the Note be extended at that time the interest rate increases to fifteen percent (15%). Upon default by the Company, the Note is convertible by AJB Capital into the Company’s common stock at the lesser of the lowest trading price during the previous twenty trading days either (i) ending on the date of conversion of the Note or (ii) the date of the Note. In connection with executing the Note the Company issued 50,000 shares of its common stock as an initial commitment fee. Should the Note be extended, the Company was obligated to issue an additional 33,333 shares as an extension commitment fee. The Warrant agreement allows for AJB to purchase 6,000,000 shares at $0.05 per share and has a five-year term. The Company recorded an original issue discount of approximately $519,250 related to the original issue discount, shares issued and warrants. This Note was refinanced with AJB on December 29, 2022.

On September 28, 2022, the Company entered into the following agreements with AJB Capital Investments LLC: (i) Securities Purchase Agreement; and (ii) Promissory Note; and (iii) Security Agreement. The total amount of the Note is $220,000; the Note carries an aggregate original issue discount of $20,000 and transaction expenses of $5,000. The Note carries an interest rate of ten percent (10%) per annum and was to mature on May 28, 2023. Should the Note be extended at that time the interest rate increases to fifteen percent (15%). Upon default by the Company, the Note is convertible by AJB Capital into the Company’s common stock at the lesser of the lowest trading price during the previous twenty trading days either (i) ending on the date of conversion of the Note or (ii) the date of the Note. In connection with executing the Note the Company issued 53,333 shares of its common stock as an initial commitment fee. Proceeds from the Note in the amount of $151,048 were used to pay off the outstanding balance due 1800 Diagonal. This Note was refinanced with AJB on December 29,2022.

On December 29, 2022, the Company entered into the following agreements with AJB Capital Investments LLC: (i) Securities Purchase Agreement; and (ii) Promissory Note; and (iii) Security Agreement. The total amount of the Note is $1,870,000; the Note carries an aggregate original issue discount of $168,300 and transaction expenses of $30,000. The Note carries an interest rate of ten percent (10%) per annum and matures on June 29, 2024. Should the Note be extended at that time the interest rate increases to fifteen percent (15%). Upon default by the Company, the Note is convertible by AJB Capital into the Company’s common stock at the lesser of the lowest trading price during the previous twenty trading days either (i) ending on the date of conversion of the Note or on (ii) the date of the Note. In connection with executing the Note the Company issued 700,000 shares of its common stock as an initial commitment fee. $970,000 of this Note was used to replace the Notes dated May 17 and September 28, 2022. $580,000 of this Note was used to repurchase the 50,000 and 53,333 commitment shares issued in obtaining the May 17 and September 28, 2022 Notes per those Securities Purchase Agreements. Such repurchased shares were cancelled. The Company expensed the $580,000 as additional interest expense in recording this Note as debt issuance costs related the May and September AJB Note Agreements. The Note requires monthly payments as follows: (i) $15,583 from February through June 2023, (ii) $115,759 from July 2023 through January 2024, and (iii) $230,750 from February through June 2024. The Company made three payments during the three months ended March 31, 2023 and one payment during the three months ended June 30, 2023.

On January 11, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Investor”), pursuant to which the Company issued 1800 Diagonal a promissory note in the principal amount of $88,200 (the “Note”). The Note carries a one-time interest charge of twelve percent (12%) (the “Interest Rate”) which was applied on the issuance date to the principal (22% upon the occurrence of an event of default) and has a maturity date of January 11, 2024. The Note included an original issue discount of $9,450 and transaction expenses of $3,750 and was issued for an aggregate of $75,000. The Note was funded by the Investor on January 13, 2023.

The Note requires that the Company make monthly payments for accrued interest and outstanding principal, which shall be paid in ten (10) payments each in the amount of $9,878 (a total payback to the Holder of $98,784). The first payment shall be due March 1, 2023, with nine (9) subsequent payments each month thereafter. The Company shall have a five (5) day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. The Company has made each payment through June 30, 2023.

The Investor may in its option, at any time following an Event of Default, as defined in the Note, convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock at a conversion price per share equal to 75% of the lowest daily volume weighted average price (“VWAP”) of our common stock during the 10 trading days prior to the date of conversion. Due to this conversion feature this note was not included in determining the derivative liability.

On January 19, 2023, the Company issue a convertible note in the amount of $75,000 in lieu of payment of amounts due for professional services. The note has an interest rate of 5% and is due January 19, 2024. Should the note plus accrued and unpaid interest not be repaid by the date the holder has the right to convert the balance at the lower of $0.0529 or the closing price on the date before the conversion date. In addition, the Company issued 812,025 shares of common stock as payment for $42,956 of services previously provided.

On February 1, 2023 (the “Issue Date”), Growlife, Inc. a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Fourth Man LLC, a Nevada limited liability company (the “Investor”), pursuant to which the Company sold Investor a convertible Promissory Note (the “Note”) in the principal aggregate amount of $125,000, which carries an original issue discount in the amount of $21,250, plus $10,762 in transaction fees accordingly the Company received proceeds of $92,987 of the purchase price. The Purchase Agreement and the Note require the Company to pay interest on the unpaid Principal Amount at the rate of ten percent (10%) (the “Interest Rate”) per annum (with the understanding that the first twelve months of interest (equal to $12,500) shall be guaranteed and earned in full as of the Issue Date). The Note is due and payable, in full, as of the maturity date, which is twelve (12) months from the Issue Date. The Note may not be prepaid or repaid in whole or in part and the Investor has the right, at any time on or following the Issue Date, to convert all or any portion of the outstanding and unpaid Principal Amount and interest into fully paid and non-assessable shares of the Company’s common stock. The per share conversion price into which Principal Amount and interest under the Note is $0.035 per share, subject to adjustment as provided in the Note which effectively allows for a variable conversion rate. Additionally, the Note may not be converted into shares of our common stock if such conversion would result in the Investor, or its affiliates owning an aggregate of more than 4.99% of the then outstanding shares of our common stock.

On March 21, 2023 (the “Issue Date”), Growlife, Inc. a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Fourth Man LLC, a Nevada limited liability company (the “Investor”), pursuant to which the Company sold Investor a Convertible Promissory Note (the “Note”) in the principal aggregate amount of $125,000, which carries an original issue discount in the amount of $21,250, and $10,762 of transactions costs accordingly the Company received $92,987 of the purchase price. Additionally, under the Purchase Agreement the Company agreed to issue 3,125,000 shares of Common Stock (the “Commitment Shares”) to the Investor as additional consideration for the purchase of the Note, which shall be earned in full as of the Closing Date, March 23, 2023. The Purchase Agreement and Note require the Company to pay interest on the unpaid Principal Amount at the rate of ten percent (10%) (the “Interest Rate”) per annum (with the understanding that the first twelve months of interest (equal to $12,500) shall be guaranteed and earned in full as of the Issue Date). The Note is due and payable, in full, as of the maturity date, which is twelve (12) months from the Issue Date. Upon default, the Note provides the debt may be converted into shares of the Company. The Conversion Price is $0.01 per share, subject to adjustment as provided for in the Note which effectively allows for a variable conversion rate. Conversions are subject to adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification, or similar transaction that proportionately decreases or increases the common stock. On June 22, 2023 the Company made a payment of $15,938 on this loan.

Additionally and in connection with the issuance of the Note, the Company issued the Commitment Shares (as defined in the Purchase Agreement) to Investor as a commitment fee, provided, however, that 2,125,000 of the Commitment Shares (subject to equitable adjustments resulting any stock dividend, stock split, stock combination, rights offerings, reclassification, or similar transaction that proportionately decreases or increases the Common Stock) may be cancelled and extinguished if the Note is fully repaid and satisfied on or prior to June 21, 2023. The fair value of the 3,125,000 shares issued was expensed upon issuance.

On March 24, 2023, Growlife, Inc. a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Investor”), pursuant to which the Company sold 1800 Diagonal a promissory note in the principal amount of $54,725 (the “Note”). The Note carries an interest charge of eight percent (8%) (the “Interest Rate”) which was applied on the issuance date to the principal (22% upon the occurrence of an event of default) and has a maturity date of March 24, 2024. The Note included an original issue discount of $9,725 and transaction expenses of $4,250 and was purchased for an aggregate of $40,750. The Note was funded by the Investor on March 28, 2023. On April 17, 2023, 1800 Diagonal filed a Notice of Default for not filing the Form 10-K for 2022 on a timely basis, the result of which was to increase the debt by $27,225.

The Investor may in its option, at any time following an Event of Default, as defined in the Note, convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock at a conversion price per share equal to 75% of the average of the three lowest closing prices of our common stock during the 15 trading days prior to the date of conversion. Additionally, the Company agreed to reserve five times the number of shares of our common stock which may always be issuable upon conversion of the Note.

On March 28, 2023, Growlife, Inc. a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with One44 Capital, LLC, a Nevada limited liability company (the “Investor”), pursuant to which the Company sold One44 Capital a promissory note in the principal amount of $150,000 (the “Note”). The Note carries an interest rate of ten percent (10%) (the “Interest Rate”) (24% upon the occurrence of an event of default) and has a maturity date of March 28, 2024. The Note included an original issue discount of $15,000 and transaction expenses of $6,750 and was purchased for an aggregate of $128,250. The Note was funded by the Investor on March 28, 2023.

The Investor may in its option, at any time following six months from the issuance date convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock at a conversion price per share equal to 60% of the lowest closing prices of our common stock during the 20 trading days prior to the date of conversion. Additionally, the Company agreed to reserve 19,230,700 shares of our common stock which may always be issuable upon conversion of the Note.

Between May 3 and June 16, 2023, the Company entered into Convertible Notes with three individual investors for a total of $250,000. The Notes bear interest at the rate of ten percent (10%) per year and are due one year from the issuance date.

The Investors may at its option, at any time from the issuance date convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock at a conversion price per share equal to $0.04 per share. During the six months ended June 30, 2023, individuals converted principal and interest of $116,892 into 3,734,282 shares of our common stock at an average per share conversion price of $0.04.