CONVERTIBLE NOTES

9 Months Ended

Sep. 30, 2022

Convertible Notes

CONVERTIBLE NOTES

16. CONVERTIBLE NOTES

Convertible notes payable at September 30, 2022 and December 31, 2021, were comprised of the following:

	Conversion price per share	Interest rate	Due date	September 30, 2022			December 31, 2021
Convertible promissory note	$4.00	4%	May 10, 2024	$	660,000		$	660,000
AVLP convertible promissory notes	$0.35 (AVLP stock)	15%	August 22, 2025		9,911,000			-
Fair value of embedded options and derivatives					4,908,000			-
Less: unamortized debt discounts					(132,000	)		(192,000	)
Total convertible notes payable, net of financing cost				$	15,347,000		$	468,000
Less: current portion					(1,469,000	)		-
Total convertible notes payable, net of financing cost, long term				$	13,878,000		$	468,000

AVLP convertible promissory notes

The AVLP convertible notes payable are due and payable on August 22, 2025, with interest at 7% per annum. At the election of the holders, outstanding principal and accrued interest under the notes are convertible into shares of AVLP’s common stock at a conversion price equal to either (i) if the aggregate market capital of AVLP on the date of conversion (the “Market Cap”) is $35 million or less, at a 25% discount to the market price, or (ii) if the Market Cap is greater than $35 million, at a 25% discount to the market price, provided that such discount shall be increased by dividing it by the quotient that shall be obtained by dividing $35 million by the Market Cap at the time of conversion, provided, however, any increase in the discount to the market price shall not result in a discount that is greater than a 75% discount (the “Conversion Price”). Notwithstanding the foregoing, in no event shall the Conversion Price be less than $0.35.