[1]

On October 21, 2022, the Company entered into a 20% OID Senior Secured Promissory Note (“Evergeen – 5”) with Evergreen Capital Management, LLC (“Evergreen”) in the amount of $48,000 (including a $8,000 Original Issue Discount). Evergreen - 5 has a maturity of twelve months to July 21, 2023. It accrues interest at a rate of 10% per year. Evergreen - 5 also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price is equal to 75% of the price per share at which the common stock of the Company is sold to the public in a qualified offering. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivative Liabilities.

[2]

On June 15, 2021 the Company issued a $400,000 promissory note to a director with a maturity date of December 12, 2021 (“the director note”). The director note did not bear interest however the director received two tranches of 18,750 shares of Common Stock each for lending this amount. Under the terms of the director note if the note was repaid by the maturity date, one of the two tranches of 18,750 shares was to be returned. The Company and the director extended the maturity date of this note to June 14, 2022, however the note was not repaid and the company was considered to be in default on the director note.

[3]

On January 4, 2023, the Company entered into a 20% OID Senior Secured Promissory Note (“Evergreen – 6”) with Evergreen Capital Management, LLC (“Evergreen”) in the amount of $180,000 (including a $30,000 Original Issue Discount). Evergreen - 6 has a maturity of twelve months ending on January 4, 2024. It accrues interest at a rate of 10% per year. Evergreen - 6 also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price is equal to the lower of (1) $0.015 per share or (2) 90% of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion date. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivative Liabilities.

[4]

On February 14, 2023, the Company entered into a 20% OID Senior Secured Promissory Note (“Evergreen – 7”) with Evergreen Capital Management, LLC (“Evergreen”) in the amount of $12,000 (including a $2,000 Original Issue Discount). Evergreen - 7 has a maturity date of February 28, 2024. It accrues interest at a rate of 10% per year. Evergreen - 7 also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price is equal to the lower of (1) $0.015 per share or (2) 90% of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion date. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivative Liabilities.

[5]

On July 5, 2022, the Company entered into a 11% OID Senior Secured Promissory Note (the “GS Capital Note”) with GS Capital Partners LLC (“GS Capital”) in the amount of $144,000 (including a $14,000 Original Issue Discount). The GS Capital Note has a term of twelve months maturing on July 5, 2023. It accrues interest at a rate of 12% per year. The GS Capital Note also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price is equal to 86% of the lowest trading price of the Company’s Common Stock for the 12 Trading Days immediately preceding the delivery of a notice of conversion. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivatives.

[6]

On February 16, 2023, the Company entered into a 20% OID Senior Secured Promissory Note (the “Chambers Note”) with James D. Chambers Living Trust (“Chambers”) in the amount of $60,000 (including a $10,000 Original Issue Discount). The Chambers Note has a maturity of twelve months ending on February 28, 2024. It accrues interest at a rate of 10% per year. The Chambers Note also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price is equal to the lower of (1) $0.015 per share or (2) 90% of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion date. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivative Liabilities.

[7]

On February 14, 2023, the Company entered into a 20% OID Senior Secured Promissory Note (“Eleven 11 – 1”) with Eleven 11 Management LLC. (“Eleven 11”) in the amount of $60,000 (including a $10,000 Original Issue Discount). Eleven 11 – 1 has a maturity date of February 14, 2024. It accrues interest at a rate of 10% per year. Eleven 11 - 1 also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price shall be equal to the lower of (1) $0.015 per share or (2) 90% of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion date. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivative Liabilities.

[8]

On March 14, 2023, the Company entered into a 20% OID Senior Secured Promissory Note (“Eleven 11 – 2”) with Eleven 11 Management LLC. (“Eleven 11”) in the amount of $54,000 (including a $9,000 Original Issue Discount). Eleven 11 – 2 has a maturity date of February 28, 2024. It accrues interest at a rate of 10% per year. Eleven 11 - 2 also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price is equal to the lower of (1) $0.015 per share or (2) 90% of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion date. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivative Liabilities.

[9]

On March 14, 2023, the Company entered into a 20% OID Senior Secured Promissory Note (“Cavalry - 1”) with Cavalry Fund. (“Cavalry”) in the amount of $120,000 (including a $20,000 Original Issue Discount). Cavalry - 1 has a maturity date of February 28, 2024. It accrues interest at a rate of 10% per year. Cavalry - 1 also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price is equal to the lower of (1) $0.015 per share or (2) 90% of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion date. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivative Liabilities.

[10]

On February 16, 2023, the Company entered into a 20% OID Senior Secured Promissory Note (“Cavalry – 2”) with Cavalry Fund. (“Cavalry”) in the amount of $140,000 (including a $30,000 Original Issue Discount). Cavalry – 2 has a maturity date of February 28, 2024. It accrues interest at a rate of 10% per year. Cavalry - 2 also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price is equal to the lower of (1) $0.015 per share or (2) 90% of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion date. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivative Liabilities.

[11]

On March 14, 2023, the Company entered into a 20% OID Senior Secured Promissory Note (“Cavalry – 3”) with Cavalry Fund. (“Cavalry”) in the amount of $120,000 (including a $20,000 Original Issue Discount). Cavalry – 3 has a maturity date of February 28, 2024. It accrues interest at a rate of 10% per year. Cavalry - 3 also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price is equal to the lower of (1) $0.015 per share or (2) 90% of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion date. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivative Liabilities.

[12]

On March 3, 2023, the Company entered into a 20% OID Senior Secured Promissory Note (“Keystone – 1”) with Keystone Capital Partners. (“Keystone”) in the amount of $90,000 (including a $15,000 Original Issue Discount). Keystone – 1 has a maturity date of February 28, 2024. It accrues interest at a rate of 10% per year. Keystone - 1 also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price is equal to the lower of (1) $0.015 per share or (2) 90% of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion date. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivative Liabilities.

[13]

On March 21, 2023, the Company entered into a 20% OID Senior Secured Promissory Note (“Keystone – 2”) with Keystone Capital Partners. (“Keystone”) in the amount of $30,000 (including a $5,000 Original Issue Discount). Keystone – 2 has a maturity date of February 28, 2024. It accrues interest at a rate of 10% per year. Keystone - 2 also has a conversion feature, enabling it to convert into shares of the Company’s Common Stock upon default. The conversion price is equal to the lower of (1) $0.015 per share or (2) 90% of the average of the two lowest volume-weighted average price of the five trading days ending on the day immediately prior to the conversion date. There are certain price protections, which make the conversion option a derivative liability. Please see Note 15 – Derivative Liabilities.