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CONVERTIBLE NOTES

12 Months Ended

Dec. 31, 2022

25. CONVERTIBLE NOTES

Convertible Notes Payable at December 31, 2022 and 2021, were comprised of the following:

Schedule of convertible notes payable

Conversion Price
Per Share Interest
Rate Due Date December 31,
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)* 7% August 22, 2025 9,911,000 -

Fair value of embedded options and derivatives 2,316,000 -

Less: Unamortized debt discounts (111,000 ) (192,000 )

Total convertible notes payable, net of financing cost, long term 12,776,000 468,000

Less: current portion (1,325,000 ) -

Convertible notes payable, net of financing costs – long-term portion $ 11,451,000 $ 468,000

*Subject to price adjustments upon certain contingent events

Significant inputs associated with the embedded option include an exercise price of $0.35, a remaining term of 2.7 years, a volatility factor of 75% and a risk free interest rate of 4%.