NOTE 9 – LINE OF CREDIT – FINANCIAL INSTITUTION

During February 2023, the Company entered into a $2 million master credit agreement (credit facility) with Bank of America (“LOC”). The LOC accrues interest at a rate determined by the Bloomberg Short-Term Bank Yield Index (“BSBY”) Daily Floating Rate plus 2.05 percentage points (which at December 31, 2024 was 7.25%) and is secured by all the assets of the Champion Entities.

On May 30, 2025, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”). Subject to the terms of the Forbearance Agreement, Bank of America has agreed to forbear, during the Forbearance Period (as defined below), from exercising certain of their available remedies under the Credit Agreement with respect to or arising out of the Company’s failure to make payment on the outstanding principal amount on the Line of Credit. As a result of the uncured default, Bank of America filed a complaint against the Company on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less than $1,906,743, plus outstanding and accruing attorneys’ fees, all pre and post- judgment interest, equitable relief in favor of Bank of America, and any other relief that the Court deemed just and proper (collectively, the “Litigation”). Subject to the terms of the Forbearance Agreement, Bank of America will abstain from pursuing its claims against the Company in the Litigation through the Forbearance Period (defined below), provided that the Company not breach any terms of the Forbearance Agreement. Further, the Company executed a Confession of Judgment and Verified Statement in connection with the Forbearance Agreement. Bank of America agrees to forbear from exercising its rights and remedies under the Credit Agreement through the close of business on June 30, 2025 (the “Forbearance Period”) on the following terms and conditions:

On June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”) pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $5,470,000. The Note carries an original issue discount of $450,000 and the Company agreed to pay $20,000 to Streeterville to cover its legal fees, accounting costs, due diligence, monitoring and other transaction costs, each of which were deducted from the proceeds of the Note received by the Company. On the Closing Date, Streeterville paid $375,000 to the Company and $4,625,000 was sent to an account at Lakeside Bank owned by the Company’s newly formed wholly-owned subsidiary, ARH Sub, to be held pursuant to the Deposit Account Control Agreement (“DACA”). On September 10, 2025, the Company entered into a global amendment to the Purchase Agreement and Note, in order to release $2,000,000 of the funds held in the DACA, which was utilized to repay the Bank of America loan. Under the terms of the Amendment, Streeterville agreed to release the $2,000,000 of the DACA held funds for the express purposes of repaying the Bank of American loan. The Company agreed to pay Streeterville a funds release fee of $1,000,000, which was added to the Note increasing the current balance due to $6,580,486. Payoff on the Bank of America loan was $1,860,955 and the remaining $139,045 was released to the Company.

The LOC originally expired February 28, 2024, and was extended to April 30, 2024. The following table shows outstanding amounts due under the LOC:

 SCHEDULE OF LINE OF CREDIT

The balance at the maturity was approximately $1.9 million and access to the line of credit with Bank of America was terminated.

As of December 31, 2025, the Company had restricted cash of $2,624,501. Pursuant to a Deposit Account Control Agreement between ARH Sub and Streeterville (“Investor”), the Company shall have the right to use such cash to repay any portion of the outstanding balance (but only so long as such payment does not cause the outstanding balance to drop below the Minimum Balance Amount), and so long as no Trigger Event (as defined in the Note) under the Note has occurred and with Investor’s consent, to withdraw from the Deposit Account any funds in excess of the Minimum Balance Amount. Company may only request withdrawals from the Deposit Account once per month and in an amount no less than $25,000.00. Company hereby grants to Investor a first-position security interest in the Deposit Account and acknowledges and agrees that Investor will have the right to file a UCC-1 Financing Statement with respect to the Deposit Account. Company acknowledges and agrees that Investor will have control over the Deposit Account within the meaning of Section 9-104 of the Uniform Commercial Code pursuant to the terms of the DACA. In the event Company is in compliance with all Nasdaq listing requirements during the period beginning on August 18, 2025 and ending on the six-month anniversary of the Closing Date, then the $4,625,000. amount listed in clause (a) above will be reduced to $4,375,000 (meaning the Company will receive an additional $250,000 from Investor).