[1]

On November 17, 2021, the Company entered into a credit agreement and associated documents (the “Credit Agreement”) with Alter Domus (US), LLC (“Alter Domus”), as administrative agent and collateral agent and various lenders (the “Lenders”) in order to enable the Company to finance the acquisition of Front Line Power Construction, LLC. The Lenders made a Term Loan to Front Line in the initial principal amount of $105,000,000 for the purposes of financing the acquisition and the associated expenses. The term loan initially bears interest at the three-month Adjusted LIBOR Rate, plus the Applicable Margin, of which 2.5% may be paid in-kind. The Term Loan shall be repaid in consecutive quarterly installments of $262,500, and commenced on June 30, 2022. The Credit Agreement provides for mandatory prepayments on the occurrence of events such as sales of assets, Consolidated Excess Cash Flow and Excess Receipts during the term. The credit agreement provides for prepayment premiums (initially 5% on prepayments made in the first 30 months of the term, declining to 1% in the final year of the term). The Term Loan matures on November 17, 2026, subject to acceleration on Events of Default. The interest rate on the term notes at March 31, 2023 was 17.38% with an effective rate of 23.5%. In November 2022, The Company resolved a dispute with the Syndicated lenders whereby the Syndicated lenders deemed the Company to be in default of its credit agreement due to the Company using proceeds from Front Line Power's operations to pay down $9.5 million of the Company's working capital adjustment with the sellers of Front Line Power. As part of a consent agreement with the lenders, the Company agreed to pay the lenders in a paid-in-kind amount of $10.5 million, which was added to the Syndicated debt balance and included $1.0 million of interest calculated from the date of the first intercompany advance that the Company made. The $10.5 million was added to the original issue discount and will be amortized to interest expense over the life of the loan. At March 31, 2023 the Company was not in compliance with all debt covenants and as such, has reclassified the $96.5 million long-term balance of the term loan net of discount to current liabilities.

[2]

On November 17, 2021, the Company entered into two unsecured promissory notes, one with Kurt A Johnson, Jr, for $34,256,000 and the second for $51,384,000 with Tidal Power Group LLC. These promissory notes bear interest at a rate of 6% per annum and as modified on April 29, 2022 and December 30, 2022, $20 million was paid on May 6, 2022, $15 million is due on or before April 1, 2023 and the remaining balance is due on May 31, 2023. On December 10, 2021, Kurt A Johnson Jr. received an additional unsecured promissory note in the principal sum of $1,090,000 also with a 6% per annum interest rate in exchange for a reduction of shares issued to Kurt of 400,000. This note was paid off as part of the May 6, 2022 payment. Additionally in amendments to the note, the Company also agreed to reduce the restriction period under the Tidal Lockup letter from two years to one year and to the extent that if the value of the shares previously issued to Tidal Power were less than $160.00 per share after the effects of the reverse stock split, upon expiration of the restriction period ending April 1, 2023, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period ending April 1, 2023, so that the value of his stock consideration is no less than $17,635,228, which is equal to $160.00 per common share after the effects of the reverse stock split. Any shortfall would be made up by issuing Mr. Johnson additional common shares. In 2022, the Company recorded a $26.2 million loss on extinguishment related to these loan modifications. The Company did not make the required cash payments on April 1, 2023 and is in default on the unsecured promissory notes but received a verbal forbearance from the note holders. The Company did not issue make-whole shares upon the April 1, 2023 expiration of the restriction period and effected an agreement to extend the restriction period to September 30, 2023. See Note 19 - Subsequent Events for additional information.

[3]

The Company executes notes payable with First Insurance Funding for the purposes of financing a portion of the Company's insurance coverage. The Company executed a note payable in July 2022 for $3.3 million and one in November 2022 for $0.7 million both at 3.28% interest. These two notes are scheduled to mature in May 2023.

[4]

Includes two seller-financed notes payable, one for $5 million and the second for $1.5 million. In August 2021, the $5 million note was amended from its original 18-month term; the Company paid $1 million in cash and exchanged 3,895 shares of common stock after the effects of the reverse stock split in exchange for an additional $1 million reduction in principal. The new loan had a face value of $2.0 million at a rate of 6% per annum and was recorded based on an estimated market interest rate of 10% per annum with an original issue discount of $48 thousand. The second seller financed note payable is due 36-months from the April 1, 2020 acquisition date. Both notes had an original stated interest rate of 6% per annum. In 2022, the Company filed and served a Federal Civil Complaint asserting various causes-of-action against the holder of the note, including misrepresentations made during the course of negotiating this transaction. Based on that complaint, the evidence contained therein, and the conduct described, the Company reasonably believes that it owes no additional compensation as a result of this transaction and will be making no payments toward this obligation until legal determinations have been made.

[5]

Includes vehicle and equipment loans with interest rates ranging from 0% to 9.15%.

[6]

The Company entered into a non-recourse agreement, which was originated in November 2021 with a face amount of $9.5 million. The Company received net cash proceeds of $6.9 million. The Company recorded a liability of $9.5 million and a debt discount of $2.6 million. Under the terms of the agreement, for the first 12 weeks, the Company made weekly payments of $148 thousand and for the final 20 weeks, the Company was to make payments of $384 thousand. The agreement had no stated interest rate, but the discount and loan origination fees were being amortized based on an 89% interest rate. In April 2022, the Company took out three non-recourse agreements for the sale of future revenues in the combined amount of $20.2 million. The Company received approximately $13.3 million after the deduction of an original issue discount and upfront fees. In April 2022, the Company used part of the proceeds from these non-recourse agreements to pay off the non-recourse note of $4.2 million that was on the balance sheet as of March 31, 2022 and recorded a loss on extinguishment of $0.4 million. The loans vary in length from 26 to 48 weeks. The Company paid off the smallest of the three notes in June 2022 and recorded a loss on extinguishment of $0.1 million. Discounts on the remaining agreements were being amortized based on an effective interest rate of 88% and were scheduled to mature in the first quarter of 2023. In December 2022, The Company refinanced the remaining two agreements and recorded a loss on extinguishment of $0.5 million. As part of the refinancing, the Company took out three new agreements with a combined face amount of $11.4 million, which included combined original issue discounts of $3.6 million. Payments are $260 thousand per week until the agreements mature in October 2023, and the discounts were being amortized at a 94% effective interest rate. In February 2023, in order to remove certain liens associated with these obligations, proceeds from a new note with the institutional investor in item 7 below, were used to pay down an additional amount toward these three collective agreements of $1.8 million which created a new weighted-average effective interest rate across the three agreements of 164% and will cause the agreements to be paid off by the end of August 2023, prior to the original maturity. The combined carrying value of the agreements net of the approximately $1.4 million of original issue discounts at March 31, 2023 was $3.8 million.

[7]

On December 20, 2021, the Company completed a note payable agreement with an institutional investor, as replaced on February 24, 2023, to surrender the original Unsecured Note with a Secured Promissory Note, with a face amount of $14.9 million and a stated interest rate of 9.0%. As part of the cancellation of the old note, the company recognized a $94 thousand loss on extinguishment. We may prepay all or a portion of the outstanding obligations under the note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months from the purchase price date of the new note, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the "Redemption Amount") subject to the monthly maximum redemption amount of $1.25 million per calendar month, by providing Company with a "Redemption Notice". This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting March 2023. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in March and recorded liquidated damages in other expense in the amount of $.4 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $15.4 million as of March 31, 2023. On December 9, 2022, the Company entered into a Forbearance and Investment Agreement with the same institutional investor and its successors and/or assigns pursuant to which the Company issued a Secured Promissory Note in the face amount of $42.1 million. The note reflects the cancellation of $36.7 million of obligations under certain prior promissory notes issued to the institutional investor and $5,000,000 of additional funds made available to the Company. As part of the cancellation of the former debt, the Company recorded a loss on extinguishment of $1.3 million in December of 2022. The new note carries an original issue discount of $350,000 and reimbursement of investor’s transactional expenses of $50,000, which are included in the initial principal balance of the new note. The note bears interests at nine percent 9% per annum and has a maturity date of 18 months after its issuance date of December 9, 2022. We may prepay all or a portion of the outstanding obligations under the new note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months from the purchase price date of the new note, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the "Redemption Amount") subject to the monthly maximum redemption amount of $2.5 million per calendar month, by providing Company with a "Redemption Notice". This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting December 2022. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in January, February and March of 2023 and recorded liquidated damages in other expense in the amount of $3.4 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $48.6 million as of March 31, 2023. On March 6, 2023, the Company entered into an Amended and Restated Secured Promissory Note, which was a replacement and substitution for a Secured Promissory Note issued to the institutional investor by the Company on February 1, 2023. The restated note has a face value of up to $20.9 million, a 9% stated interest rate, and carries an original issue discount of up to $2.9 million, of which, $.3 million was already earned as of the restatement date due to original cash draws received of $4.25 million and $1.5 million was associated with a restructuring fee. Additional draws are not to exceed $13.8 million and are subject to draw conditions. The outstanding balance shall be repaid on or before June 30, 2023 provided that no draws are advanced to the Company after June 27, 2023. Draws on this note through March 31, 2023 total $9.75 million in cash proceeds. This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting March 2023. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in March and recorded liquidated damages in other expense in the amount of $.3 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $10.6 million as of March 31, 2023. Pursuant to the restated note, the investor agreed to forebear from calling certain defaults against the Company applicable to all three of the outstanding notes prior to June 30, 2023. The agreement contains milestone events and deadlines which require the Company to pursue divestment of certain businesses in 2023 or incur penalties. Refer to the Company's Current Report on Form 8-K dated March 13, 2023 for further details.

[8]

On August 18, 2022, the Company entered into a Prepaid Advance Agreement (the “PPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). In accordance with the terms of the PPA, the Company may request advances of up to $5.0 million from Yorkville (or such greater amount that the parties may mutually agree) (the “Pre-Paid Advance”), with a limitation on outstanding Pre-Paid Advances of $5.0 million and an aggregate limitation on the Pre-Paid Advances of $50.0 million. Each such Pre-Paid Advance will be offset upon the issuance of the Company’s common stock, par value $0.001 per share (“Common Stock”) to Yorkville at a price per share equal to the lower of: (a) a price per share equal to $0.01 above the market price on The Nasdaq Global Select Market (“Nasdaq”) as of the trading day immediately prior to the date of each closing (the “Fixed Price”), or (b) 96% of the lowest daily volume weighted average price of our Common Stock on Nasdaq during the five (5) trading days prior to each conversion date (the “Market Price” and the lower of the Fixed Price and the Market Price shall be referred to as the “Purchase Price”); however, in no event shall the Purchase Price be less than $8.00 per share after the effects of the reverse stock split. The Company elected the fair value option for this agreement with the debt being marked to market on a quarterly basis. The discount was amortized through interest expense over the life of the loan. The note had an original maturity date of October 27, 2022, which was extended to February 2023 in October 2022 and was paid off and has no carrying balance as of March 31, 2023.

[9]

In October 2020, the Company entered into a conditional settlement agreement with a subcontractor as amended to make payments of $3.5 million, of which $2.6 million is at zero interest, $0.9 million is at 5% interest and the total term of the agreement was amended to be two and a half years. The Company made a $500,000 payment in the fourth quarter of 2021, $500,000 in payments in the first quarter of 2022, a $250,000 payment in the fourth quarter of 2022, and $750,000 in payments in the first quarter of 2023. The Company was scheduled to make the final payment of $1.5 million plus accrued interest in April 2023 but amended the agreement in April 2023 to adjust the maturity to June 2023. The amendment also applies a 5% interest rate from the date of the amendment to the outstanding principal balance which was $1.5 million as of March 31, 2023.

[10]

Represents Coax Fiber Solutions opening balance sheet loans to prior Coax Fiber Solutions owners.