Item 1.01 Entry Into a Material Definitive Agreement





Security Agreement

On November 10, 2022, we entered into a Security Agreement with YA II PN, Ltd. Pursuant to that Security Agreement, in exchange for certain waivers under debentures issued to YA II PN, Ltd. in April 2022 (the "April Debentures") and August 2022 (the "August Debentures", and together with the April Debentures, the "Debentures") we agreed to secure the Debentures by granting to YA II PN, Ltd. a security interest to all of our property existing at the time of the Security Agreement or acquired thereafter (the "Collateral"). The security interest in the Collateral, excluding that portion that is subject to security agreements that we entered into in March 2021, is a first priority security interest.





Waiver

On November 10, 2022, we entered into a Limited Waiver with YA II PN, Ltd. Pursuant to that Limited Waiver, YA II PN, LTd. agreed to waive until January 15, 2023 its right to receive any monthly payments that may become due as a result of the market price of the Class A common stock falling below the floor price set out in each of the August Debentures. In exchange for those waivers under the August Debentures, we agreed to amend a conversion feature of the April Debentures to reduce the floor price at which those April Debentures may be converted into shares of our Class A common stock from $0.25 to $0.15. As a result, the holder of the April Debentures may convert the April Debentures in its sole discretion at any time on or prior to maturity at the lower of $2.00 or 92.5% of the lowest daily VWAPs during the 5 consecutive trading days immediately preceding the conversion date or other date of determination, provided that the conversion price may never be less than $0.15. We may not convert any portion of a Debenture if such conversion would result in the Debenture Holder beneficially owning more than 4.99% of our then issued common stock, provided that such limitation may be waived by the Debenture Holder with 65 days' notice.

Item 9.01 Financial Statements and Exhibits

The following exhibits are attached to this Current Report on Form 8-K.





Exhibit No.   Description

10.1            Security Agreement, dated November 10, 2022, among YA II PN, Ltd. and
              the debtors named therein
10.2            Limited Waiver, dated November 10, 2022, between YA II PN, Ltd. and
              the Company
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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