entered into the Fourth Amendment to the Secured Debenture Purchase Agreement, with returning investor YA II PN, Ltd., a fund managed by Yorkville Advisors Global LP and new investor Timios Acquisition 1 LLC to issue a 18% 6th convertible secured debenture at an issue price of $450,000 for the gross proceeds of $450,000 on September 7, 2023. The Company will pay no interest on the outstanding principal amount of the Sixth Debenture, provided that the interest rate shall be 18% upon an event of default and matures on October 6, 2023. The holder of the Sixth Debenture is entitled to convert any portion of the outstanding principle and accrued interest into shares of the Company?s common stock, at a conversion price per share equal to the lower of $2.46 or 90% of the lowest daily volume weighted average price of the Common Stock during the ten consecutive trading days immediately preceding the conversion date, but not lower than $0.492.

The Sixth Debenture contains a standard buy-in provision in the event that the Company fails to shares within three trading days after receipt of a notice of conversion, and a standard blocker provision that limits the right to convert any portion of the Sixth Debenture to the extent that after giving effect to such conversion he holder together with its affiliates would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. The Company promises to pay to the Buyer $500,000 on October 6, 2023, subject to earlier redemption at the Company?s option and subject to acceleration at the holder?s option upon an event of default described in the Sixth Debenture. The Company will pay no interest on the outstanding principal amount of the Sixth Debenture, provided that the interest rate shall be 18% upon an event of default.