The following outlines the Company’s Notes Payable and Notes Payable – Related Party. Any related party notes payable are noted as such.

LV Note

On April 3, 2024, LV Holding, entered into a Modification and Extension Agreement, effective as of April 1, 2024 (the “Extension Agreement”), to extend to April 1, 2025 the maturity date of a promissory note in the amount of $5,000,000 (the “LV Note”). As consideration for the Extension Agreement, LV Holding agreed to pay an extension fee of $50,000. Additionally, the Extension Agreement provided for the LV Note’s interest rate to be increased to a fixed rate of 17.00%. In addition, pursuant to a loan agreement dated April 3, 2024 (the “2nd Lien Loan Agreement”), LV Holding issued a promissory note, in the principal amount of $1,000,000 (the “2nd Lien Note”), secured by a revised Deed of Trust and Security Agreement, dated April 3, 2024 (the “Revised Deed of Trust”) on the Company’s Lago Vista site, and a Modification to Real Estate Mortgage, dated April 3, 2024 (“Mortgage Modification”), to the mortgage, dated March 30, 2023, on the Company’s McLean site in Durant, Oklahoma. The 2nd Lien Note is subordinate to the LV Note. The 2nd Lien Note required monthly installments of interest only at a fixed rate of 17.00%, had a maturity date of April 1, 2025 and could be prepaid by LV Holding at any time without interest or penalty. LV Holding’s obligations under the 2nd Lien Note were guaranteed by the Company pursuant to a Guaranty, dated April 3, 2024.

The Company and Norman Berry entered into a Restructuring and Collateral Agreement, dated January 6, 2026 and effective as of December 31, 2025 (the “Restructuring Agreement”), with an institutional investor relating to the outstanding promissory note in the principal amount of approximately $7.0 million issued by LV Holding and secured by the Company’s Lake Travis project site in Lago Vista, Texas (the “Lago Vista Property”). Pursuant to the Restructuring Agreement, among other things: (i) LV Holding delivered a Deed in Lieu of Foreclosure conveying title to the Lago Vista Property to the lender in exchange for the lender’s agreement to conditionally extinguish $5.0 million of the outstanding note; (ii) LV Holding entered into a Loan Modification Agreement, dated December 31, 2025, securing the remaining $2.0 million balance of the outstanding note with the Company’s property in Durant, Oklahoma; (iii) LV Holding issued a conditional promissory note, dated January 6, 2026 (the “New LV Note”), in the principal amount of $5.0 million, which will automatically become effective on or before the date that is 24 months after its execution if the development, construction, flood-plain remediation and all material improvements to the Lago Vista Property have not been substantially completed in accordance with the agreed project plan or the entire outstanding indebtedness owed to the lender is not paid, and which, upon effectiveness, would bear interest at a rate of 13.50% per annum, provide for interest-only payments for 12 months and mature on December 1, 2028; and (iv) the Company pledged its 50% membership interest in Norman Berry to the lender as collateral (which membership interest also serves as alternative collateral under the New BCV Loan Agreement) and granted the lender a security interest in a $209,333 promissory note executed by Norman Berry payable to the Company. Upon a sale of the Lago Vista Property by the lender, the Company is entitled to receive 70% of any net sale proceeds in excess of $5.0 million plus any additional new funds provided for finalization of the project, including accrued interest and/or penalties.

BCV

On November 10, 2025, the Company entered into a new Loan Agreement (the “New BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV Renew Earth (“BCV Renew Earth”), for up to $5,000,000 in proceeds, under which it initially received $2,000,000. The New BCV Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on May 10, 2027. The New BCV Loan Agreement is secured primarily by the Company’s property in Durant, Oklahoma and its 50% membership interest in Norman Berry as alternative collateral, to be used only if the note is in default (that membership interest is also pledged to the lender under the Restructuring Agreement relating to the Lago Vista Property). As of June 30, 2026, the principal balance amounted to $3,583,400.

1800 Diagonal

Between April and December 2025, the Company issued five promissory notes to 1800 Diagonal Lending LLC (“1800 Diagonal”), the Fifth through Ninth 1800 Diagonal Notes, in an aggregate original principal amount of $626,500, each issued at an original issue discount and payable in scheduled monthly installments. As of June 30, 2026, all five notes had been repaid in full and no principal balance remained outstanding. The terms of these notes are described in the Company’s 2025 Annual Report on Form 10-K.

Between December 2025 and June 2026, the Company issued three promissory notes in favor of 1800 Diagonal in the aggregate principal amount of $487,310 for a total purchase price of $421,488, representing an original issue discount of $65,822. Under the terms of the notes, the Company is required to make monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment on set dates , with the final maturity date being December 2026. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. In connection with these notes, the Company incurred $22,000 in debt issuance costs.

As of June 30, 2026 the total principal balance of 1800 Diagonal Notes amounted to $368,093.

Cedar

On March 13, 2025, the Company entered into a Cash Advance Agreement (the “Cedar Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which the Company sold to Cedar $750,000 of its future receivables for a purchase price of $610,000 less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $49,900. Pursuant to the Cedar Cash Advance Agreement, Cedar is expected to withdraw $15,000 a week directly from the Company until the $750,000 due to Cedar is paid in full. In the event of a default (as defined in the Cedar Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cedar Cash Advance Agreement. As of June 30, 2026, the principal balance amounted to $318,274. 

On April 27, 2026, the Company refinanced a portion of its remaining obligations to Cedar by entering into a new Cash Advance Agreement (the “Cedar April 2026 Agreement”), pursuant to which the Company sold to Cedar $118,915 of its future receivables for a purchase price of $85,000, less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $80,000. Pursuant to the Cedar April 2026 Agreement, Cedar is expected to withdraw $3,716 a week directly from the Company until the $118,915 due to Cedar is paid in full. In the event of a default (as defined in the Cedar April 2026 Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cedar April 2026 Agreement. As of June 30, 2026, the principal balance amounted to $61,093.

Resource Group Note – Related Party

On June 2, 2025, the Company entered into an Amendment (the “Amendment”) to the Membership Interest Purchase Agreement, dated February 25, 2025 (the “Resource Group MIPA”), with Resource Group US Holdings LLC, a Florida limited liability company (“Resource Group”), and the members of Resource Group (the “Equityholders”). The Amendment altered the consideration to be paid by the Company to the Equityholders in connection with the purchase of 100% of the membership interests of Resource Group. Pursuant to the Amendment, the purchase price for the membership interests of Resource Group included, amongst other things, $480,000 in principal amount of unsecured 6% promissory notes due on the first anniversary of the closing; the full consideration for the acquisition is described in Note 8 — Business Combination and Acquisition of Assets. No default under this note has been declared and the Company is in the process of documenting an exchange of this debt for equity.

As of June 30, 2026, the principal balance amounted to $480,000.

Boot Capital

On December 15, 2025, the Company issued a promissory note (the “Boot Capital Note”) in favor of Boot Capital LLC in the principal amount of $87,750 for a purchase price of $75,000, representing an original issue discount of $12,750. Under the terms of the Boot Capital Note, beginning on January 15, 2026, the Company is required to make four monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $14,874, thereafter the monthly payments will decrease to $7,933 for five payments. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. As of June 30, 2026, the principal balance amounted to $19,995.

Sixth Borough Partners

On October 8, 2025, the Company issued a promissory note (the “Sixth Borough Note”) in favor of Sixth Borough Partners LLC in the principal amount of $250,000. The note did not bear interest, and the principal amount was due and payable on the sixth month anniversary of the issuance date, or the date of a qualified financing event as defined in the note. As of June 30, 2026, there was no outstanding principal balance.

Peak One

On January 16, 2026, the Company entered into a Securities Purchase Agreement, dated January 16, 2026 (the “Peak One Agreement”), with an institutional investor (the “Peak Investor”), pursuant to which the Company received from the Peak Investor a debenture in the principal amount of $310,000 in a private placement offering. The Debenture was sold to the Peak Investor for a purchase price of $250,000, representing an original issue discount of eight percent (8%). The Company paid an additional $7,500 in fees related to the issuance of this debt. The Peak Debenture matures twelve months from its date of issuance and bears interest at a rate of 10% per annum payable on the maturity date. As of June 30, 2026, there was no outstanding principal balance.

February 2026 Private Placement

On February 12, 2026, the Company entered into a securities purchase agreement (the “February 2026 Purchase Agreement”) with institutional investors for the issuance and sale in a private placement transaction (the “February 2026 Private Placement”) of Senior Convertible Notes (“February 2026 Notes”) in the principal amounts of $1,275,000, $3,825,000 and $942,985, respectively. The February 2026 Notes bear interest at a rate of 12% per annum, will mature 13 months from the date of issuance and, without taking into account any accrued and unpaid interest, are initially convertible, at the option of the holder, into an aggregate of 1,075,264 shares of the Company’s common stock at a conversion price of $5.62 per share (the “February 2026 Conversion Price”). In connection with the February 2026 Private Placement, the Company also issued the purchasers warrants (collectively, the “February 2026 Warrants”) to purchase an aggregate of 1,937,600 shares of common stock (which is equal to the face value of the February 2026 Notes divided by the exercise price of the February 2026 Warrants), of which (i) February 2026 Warrants to purchase 1,075,264 shares of common stock (the “First February 2026 Warrants”) are exercisable immediately upon issuance and (ii) February 2026 Warrants to purchase 862,335 shares of common stock (the “Second February 2026 Warrants) cannot be exercised by the purchasers unless and until stockholder approval (as set forth in the February 2026 Purchase Agreement) is obtained. The First February 2026 Warrants will have a term of six years from the date of issuance and will be exercisable at a price of $3.1188 per share of common stock, and the Second February 2026 Warrants will have a term of six years from the date that stockholder approval is obtained and will be exercisable at a price of $3.1188 per share of common stock.

The February 2026 Private Placement closed on February 17, 2026. The net proceeds to the Company from the February 2026 Private Placement were approximately $5.4 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company and excluding any deductions for make whole payments made to certain of the purchasers.

The February 2026 Notes mature 13 months from their date of issuance (subject to extension under certain circumstances), bear interest at a rate of 12% per annum, and are payable in ten monthly installments in an amount equal to 110% of (i) 1/10th of the principal of the February 2026 Notes (ii) plus accrued interest, with the first installment due and payable on the earlier of 180 days from the closing date or 90 days following the date that the February 2026 registration statement required to be filed by the Company with the SEC pursuant to the registration rights agreement entered into with the purchasers in connection with the February 2026 Private Placement is declared effective by the Securities and Exchange Commission (the “SEC”). The February 2026 Notes are unsecured and are senior to all other indebtedness of the Company and its subsidiaries, with each February 2026 Note ranking pari passu with all other February 2026 Notes.

The February 2026 Notes are convertible, at the option of the holder, at any time after the date of issuance, into that number of shares of common stock equal to the principal amount of the February 2026 Notes, plus all accrued and unpaid interest and late charges and any other unpaid amounts, at the February 2026 Conversion Price of $5.62 per share, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events. The holders of the February 2026 Notes are prohibited from converting the February 2026 Notes into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the option of the holder, 9.99%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such exercise.

The February 2026 Notes are redeemable by the Company at any time, at the Company’s option, in whole or in part, at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any.

The February 2026 Notes contain customary events of default. If an event of default occurs, from and after the occurrence, and during the continuance of, an such event of default, the interest rate of the February 2026 Notes shall automatically increase to 18% per annum until such event of default is cured. Additionally, if an event of default occurs, the holders of outstanding February 2026 Notes may, regardless of whether such event of default has been cured, require the Company to redeem all or any portion of the outstanding February 2026 Notes at a price equal to the greater of (i) the product of (A) the value of the February 2026 Notes to be redeemed multiplied by (B) 110% and (ii) the product of (X) the value of the February 2026 Notes to be redeemed, divided by the February 2026 Conversion Price, multiplied by (Y) the product of (1) 110% multiplied by (2) the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire payment.

April 2026 Private Placement 

On April 30, 2026, the Company entered into a securities purchase agreement (the “April 2026 Purchase Agreement”) with certain institutional investors related to a tranched private placement transaction (the “April 2026 Private Placement”) of Senior Convertible Notes (“April 2026 Notes”) and warrants (the “April 2026 Warrants”) to purchase shares of common stock as more particularly set forth below. Pursuant to the April 2026 Purchase Agreement, the Company (i) issued and sold to the purchasers, at the initial closing on May 4, 2026 (the “Initial Closing”), April 2026 Notes in the aggregate principal amount of $6,300,000 (the “Initial April 2026 Notes”) and warrants (the “Initial April 2026 Warrants”) to purchase an aggregate of 3,917,099 shares of common stock (which is equal to 180% of the face value of the Initial April 2026 Notes divided by $2.895 (the “Initial April 2026 Conversion Price”)), (ii) agreed to issue and sell to the purchasers, at a second closing (the “Second Closing”), April 2026 Notes in the aggregate principal amount of $6,700,000 (the “Second April 2026 Notes”) and Warrants (the “Second April 2026 Warrants”) to purchase an aggregate of 4,165,805 shares of common stock (which is equal to 180% of the face value of the Second April 2026 Notes divided by the Initial April 2026 Conversion Price), such issuance to occur promptly after effectiveness of a registration statement (the “Initial April 2026 Registration Statement”) registering the shares of common stock issuable upon conversion of the Initial April 2026 Notes (the “Initial April 2026 Conversion Shares”) and the Second April 2026 Notes (the “Second April 2026 Conversion Shares”), in each case calculated based on the Initial April 2026 Conversion Price, and the shares of common stock issuable upon exercise of the Initial April 2026 Warrants (the “Initial April 2026 Warrant Shares”) and the Second April 2026 Warrants (the “Second April 2026 Warrant Shares”); and (iii) agreed to sell and issue to the purchasers additional April 2026 Notes in the aggregate principal amount of up to $87,000,000 (the “Additional April 2026 Notes”) and April 2026 Warrants (the “Additional April 2026 Warrants”) to purchase an aggregate of 54,093,267 shares of common stock (which is equal to 180% of the principal amount of the Additional April 2026 Notes that are issued, divided by the Initial April 2026 Conversion Price (the “Additional April 2026 Warrant Shares”)), such issuances of Additional April 2026 Notes and Additional April 2026 Warrants to be at additional closings (each, an “Additional Closing”) from time to time as determined by the purchasers and the Company, subject to mutual consent to such sales and issuances and certain conditions being met.

The Initial Closing of the April 2026 Private Placement occurred on May 4, 2026 (the “Initial Closing Date”). The net proceeds to the Company from the Initial Closing of the April 2026 Private Placement was approximately $5.7 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company. The Second Closing shall occur promptly after effectiveness of the Initial April 2026 Registration Statement registering the Initial April 2026 Conversion Shares and the Second April 2026 Conversion Shares, in each case calculated based on the Initial April 2026 Conversion Price, and the Initial April 2026 Warrant Shares and the Second April 2026 Warrant Shares. The net proceeds to the Company from the Second Closing of the April 2026 Private Placement are expected to be approximately $6.4 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that will be payable by the Company. Pursuant to the April 2026 Purchase Agreement, the Company agreed to use the net proceeds from the April 2026 Private Placement, following the Second Closing, for the repayment of February 2026 Notes, in an amount equal to 110% of the outstanding aggregate principal amount of such February 2026 Notes. Subject to the satisfaction of certain closing conditions, including the mutual agreement of the purchasers and us, Additional Closings for an aggregate of up to $87,000,000 may occur from time to time after the Second Closing. There can be no assurance that any Additional Closings will occur. At the Company’s 2026 Annual Meeting of Stockholders held on June 12, 2026, the Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635(d), the issuance of the shares of common stock issuable upon conversion of the Initial April 2026 Notes, the Second April 2026 Notes and the Additional April 2026 Notes. The Company filed the Initial April 2026 Registration Statement with the SEC on May 15, 2026, and amended it on each of June 22, 2026 and July 13, 2026. The Initial April 2026 Registration Statement was declared effective by the SEC on August 5, 2026. As of the date of this Quarterly Report, neither the Second Closing nor any Additional Closing had occurred, and no February 2026 Notes had been repaid with the proceeds of the April 2026 Private Placement.

The April 2026 Notes mature 12 months from their date of issuance (subject to extension under certain circumstances, bear interest at a rate of 10% per annum, and are payable in full on the maturity date. The April 2026 Notes are unsecured and are senior to all other Indebtedness (as such term is defined in the April 2026 Notes) of the Company and its subsidiaries. The April 2026 Notes contain certain customary and other events of default. If an event of default occurs, from and after the occurrence, and during the continuance of, such an event of default, the interest rate of the April 2026 Notes shall automatically increase to 18% per annum until such event of default is cured. Additionally, if an event of default occurs, the holders of outstanding April 2026 Notes may, regardless of whether such event of default has been cured, require the Company to redeem all or any portion of the outstanding April 2026 Notes at a price equal to the greater of (i) the product of (A) the value of the April 2026 Notes to be redeemed multiplied by (B) 110% and (ii) the product of (X) the value of the April 2026 Notes to be redeemed, divided by the Initial April 2026 Conversion Price, multiplied by (Y) the product of (1) 110% multiplied by (2) the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire payment.

The April 2026 Notes are initially convertible, at the option of the holder, at any time after the date of issuance, into that number of shares of common stock equal to the principal amount of the April 2026 Notes, plus all accrued and unpaid interest and late charges and any other unpaid amounts, at the Initial April 2026 Conversion Price of $2.895 per share, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events. Subject to the receipt of stockholder approval, the holders of the April 2026 Notes shall have the right, at any time after the later of (i) the date of the receipt of the stockholder approval and (ii) 120 calendar days following the Initial Closing Date, to convert their April 2026 Notes or any portion thereof into shares of common stock (an “Alternate Conversion”) at a conversion price equal to the greater of (x) a floor price of $0.534 (which is equal to 20% of the Nasdaq Minimum Price applicable to the Initial Notes) and (y) 92% of the lowest volume weighted average price in the ten trading days prior to the date of such Alternate Conversion. The holders of the April 2026 Notes are prohibited from converting the April 2026 Notes into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the option of the holder, 9.99%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such exercise.

The Initial April 2026 Notes, without taking into account any accrued and unpaid interest, are initially convertible, at the option of the holder, into an aggregate of 2,176,168 shares of common stock at the Initial April 2026 Conversion Price, which is equal to the Minimum Price (as defined in the rules of The Nasdaq Capital Market) (the “Nasdaq Minimum Price”) at the time of the signing of the April 2026 Purchase Agreement plus $0.225. Assuming that the Initial April 2026 Notes accrue interest at 10% for a period of 12 months, the Initial April 2026 Notes would be convertible into an aggregate of 2,393,784 shares of common stock, based on the Initial April 2026 Conversion Price. The Initial April 2026 Warrants have a term of six years from the date of issuance and are exercisable at a price of $2.67 per share of common stock (the “April 2026 Exercise Price”). The Second April 2026 Notes shall have the same terms as the Initial April 2026 Notes, and, without taking into account any accrued and unpaid interest, will be initially convertible, at the option of the holder, into an aggregate of 2,314,336 shares of common stock at the Initial April 2026 Conversion Price. Assuming that the Second April 2026 Notes accrue interest at 10% for a period of 12 months, the Second April 2026 Notes would be convertible into an aggregate of 2,545,770 shares of common stock, based on the Initial April 2026 Conversion Price. The Second April 2026 Warrants will have a term of six years from the date of issuance and will be exercisable at the April 2026 Exercise Price. The Additional April 2026 Notes, if any, shall have the same terms as the Initial April 2026 Notes, and, without taking into account any accrued and unpaid interest, will be initially convertible, at the option of the holder, into an aggregate of up to 30,051,816 shares of common stock. Assuming that all Additional April 2026 Notes are issued and sold and that such Additional April 2026 Notes accrue interest at 10% for a period of 12 months, the Additional April 2026 Notes would be convertible into an aggregate of 33,056,996 shares of common stock, based on the Initial April 2026 Conversion Price. The Additional April 2026 Warrants, if any, will have a term of six years from the date of issuance and will be exercisable at the April 2026 Exercise Price.

The April 2026 Notes are redeemable by the Company at any time, at the Company’s option, in whole or in part, at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any.

Related Party Note Exchange — Series C Convertible Preferred Stock

On June 9, 2026, the Amended and Restated Promissory Note, dated January 1, 2025, originally issued by the Company to MCS Lending, LLC, a related party, was assigned to Index Equity US, LLC, a related party (the “Debtholder”). On June 11, 2026, the Company entered into an exchange agreement with the Debtholder, which was amended on June 15, 2026 (as amended, the “Exchange Agreement”), pursuant to which the Company exchanged $7,169,072 of principal and accrued interest outstanding under such note for (i) 7,169 shares of a newly designated series of Series C Convertible Preferred Stock, par value $0.001 per share “Series C Preferred Stock”), and (ii) a common stock purchase warrant to purchase up to 619,084 shares of common stock, and such note and the indebtedness evidenced thereby were cancelled. Bjarne Borg, a member of the Company’s Board of Directors, is the manager of the Debtholder. The total fair value of the Series C Preferred Stock and warrants issued amounted to $9,384,199 and resulted in the Company recording a loss on exchange transaction of $2,215,127. See Note 10 — Stockholder’s Equity and Note 13 — Related Party Transactions for additional information regarding the terms of the Series C Preferred Stock and the warrant.

As of June 30, 2026 and December 31, 2025, notes payable consisted of the following:

Scheduled maturities of notes payable is as follows for the succeeding years:

For the three months ended June 30, 2026 and 2025, the Company recognized amortization of debt issuance costs and debt discount of $1,553,039 and $265,465, respectively, on all debt outstanding. For the six months ended June 30, 2026 and 2025, the Company recognized amortization of debt issuance costs and debt discount of $1,963,579 and $840,845, respectively, on all debt outstanding. As of June 30, 2026, the unamortized debt issuance costs and discount amounted to $7,074,085.