NOTE 15—CONVERTIBLE NOTES PAYABLE

Convertible notes payable as of December 31, 2025 and 2024 consist of the following:

On October 8, 2021, the Company issued two secured convertible promissory notes in the principal amount of $16,900,000 and $7,860,000 to SILAC Insurance Company (“SILAC”) and a secured convertible promissory note in the principal amount of $100,000 to Leonite Capital LLC (“Leonite”). Thereafter, (i) on September 1, 2023, SILAC entered into a securities purchase agreement with Altimir Partners LP (“Altimir”), pursuant to which Altimir agreed to purchase the secured convertible promissory note in the principal amount of $16,900,000, $765,306 of which was then acquired by Leonite, and (ii) on December 1, 2023, SILAC entered into a securities purchase agreement with Beaman Special Opportunities Partners, LP (“Beaman”), pursuant to which Beaman purchased that the secured convertible promissory note in the principal amount of $7,860,000. In connection with the sale of High Mountain, $5,815,768 of the purchase price was paid to Altimir and $2,819,711 of the purchase price was paid to Beaman. A total of $7,000,000 of these funds were held by Altimir and Beauman in a reserve account for the Company’s use in connection with the CMD acquisition.

The notes accrued interest at a rate per annum equal to the greater of (i) 4.75% plus the U.S. Prime Rate that appears in The Wall Street Journal from time to time or (ii) 8%; provided that, upon an event of default (as defined in the note agreement), such rate shall increase to 24% or the maximum legal rate. Payments of interest only, computed at such rate on the outstanding principal amount, will be due and payable quarterly in arrears commencing on January 1, 2022 and continuing on the first day of each calendar quarter thereafter through and including the maturity date.

The holders of the notes may, in their sole discretion, elect to convert any outstanding and unpaid principal portion of the notes, and any accrued but unpaid interest on such portion, into common shares at an adjusted conversion price equal to $0.27 per share (subject to adjustments as defined in the note agreement); provided that the notes contain certain beneficial ownership limitations.

The note purchase agreement and the notes contain customary representations, warranties, affirmative and negative financial and other covenants and events of default for loans of this type. The notes are guaranteed by certain subsidiaries and are secured by a first priority security interest in all of the assets of the Company and certain subsidiaries.

On September 30, 2024, the parties entered into an amendment to the notes, which (i) provided for the terms of the reserve account described above, (ii) changed the maturity date to October 8, 2025, (iii) changed the interest rate to 15%, (iv) amended the repayment terms to require monthly payments of interest only commencing on the earlier of completion of the potential acquisition and December 1, 2024 and to require monthly payments of $500,000 commencing on April 1, 2025. The amendment also requires that the Company pay $4,000,000 no later than January 31, 2025 and includes an additional exit fee of $250,000 to be paid on the maturity date or upon the earlier repayment of the notes in full. As additional consideration for entering into the amendment, the Company agreed to pay an amendment fee of $250,000.

On December 24, 2025, the parties entered into a standstill agreement, pursuant to which the holders of the notes agreed that, notwithstanding the existence of an event of default for failure to repay the notes by October 8, 2025, so long as the Company is diligently pursuing a written term sheet from a counterparty to either (i) refinance the obligations under the notes or (ii) sell CMD to a purchaser, in either case in an amount at least sufficient to pay off the notes, the holders agreed to not take any action to assert, collect or enforce all or any part of obligations under the notes as against the collateral or the Company until February 15, 2026, to be extended to April 15, 2026 if the Company delivers a term sheet that provides for a refinancing or purchase price in an amount no less than an amount required to pay the notes in full that includes no contingencies other than administrative items (the “Term Sheet”) on or before February 15, 2026. As consideration for the standstill agreement, the Company agreed to pay Altimir and Beaman (i) a restructuring fee in the amount of $500,000, with $100,000 due upon entry into the standstill agreement and the remaining amount due on the earlier of delivery and acceptance of the Term Sheet or February 15, 2026 and (ii) an exit fee in the amount of $1,250,000, which will be due and payable on the earliest of repayment of the notes in full, completion of a refinancing or a sale of CMD, or April 15, 2026.

As of December 31, 2025, the outstanding principal balance is $22,751,184 and accrued interest is $7,550,333.