6 .	Related Party Notes Payable

	September 30, 2018				June 30, 2018
			Interest rate		Note		Interest rate
	Principal		per annum		Payable		per annum
Secured
	$	1,056,875	5% interest paid annually		$	1,056,875	5% interest paid annually
		641,294	5% interest paid annually			641,294	5% interest paid annually
		1,415,449	7.5% interest paid annually			255,417	5% interest paid annually
						591,613	5% interest paid annually
						504,452	5% interest paid annually

Total	$	3,113,618		Total	$	3,049,651

The principal amount listed above is principal only and does

not

include accrued interest of approximately

$49,000

from

July 1, 2018

September 30, 2018.

Fiscal

2018

Exchange Transaction

March 27, 2018,

the Company entered into an agreement with the holders of outstanding senior secured convertible notes (the “Senior Notes”) to amend certain terms of such notes as described below ("Note Amendment Transaction"). Contemporaneously with the Note Amendment Transaction, the Company entered into an agreement with its Chief Executive Officer, who held a separate promissory note in the aggregate principal amount of

$500,000,

to exchange such note for an additional new senior note (the “Additional Senior Note”) on terms substantially the same as the senior secured convertible notes in the Note Amendment Transaction (the “Note Exchange Transaction").

Note Amendment Transaction

In the Note Amendment Transaction, the holders (the "Senior Holders") of the outstanding principal amount of

$2,545,199

of Senior Notes entered into a consent and amendment agreement with the Company (the "Consent Agreement"), pursuant to which the Senior Notes were amended to extend the maturity date for a period of

twelve

months, to

March 20, 2019

and in consideration thereof, the conversion rate of the Senior Notes was reduced to

$1.20

per share. Based on the adjusted conversion price, the principal amount of the Senior Notes was convertible into up to

2,120,999

shares of common stock. The other material terms and conditions of the Senior Notes were

not

amended. Certain holders of the Senior Notes are affiliated with the Company as follows: (

) an aggregate principal amount of

$255,417

of Senior Notes are held by Hanif A. Roshan, the Chairman and Chief Executive Officer of the Company and (ii) an aggregate principal amount of

$591,613

of Senior Notes are held by Optimum Ventures, LLC, a party affiliated by ownership with the former owners of Peachstate Health Management, LLC, our subsidiary. Due to the adjustment of the conversion price of the Senior Notes, the exercise price of outstanding warrants to purchase an aggregate of

825,144

shares of common stock has been adjusted from

$2.07

$1.22

per share. Unpaid interest on the Senior Notes as of

September 30, 2018

was approximately

$202,000,

which is

not

incorporated into the principal balance. Accrued interest on the Senior Note is due on

March 20, 2019

or any earlier payment of the Senior Notes.

Note Exchange Transaction

In connection with the Note Amendment Transaction, on

March 27, 2018,

the Company entered into a note exchange agreement (the "Note Exchange Agreement") with its Chief Executive Officer, who also held a promissory note in the aggregate principal amount of

$500,000,

pursuant to which the Company agreed to issue to him, in consideration of the cancellation of such note, the Additional Senior Note in the aggregate principal amount of

$504,452,

which is equal to the sum of the aggregate principal amount of the original note plus the accrued but unpaid interest thereon. The closing of the Note Exchange Transaction occurred on

March 27, 2018.

The Additional Senior Note is the same, in all material respects, as the Senior Notes described above in the Note Amendment Transaction and was convertible into shares of the Company's Common Stock at an initial conversion price of

$1.20.

Based on the initial conversion price, the Additional Senior Note was convertible into up to

420,376

shares of common stock. As the Additional Senior Note is the same in all material respects as the Senior Notes, the conversion price of the Additional Senior Note

may

be adjusted upon the occurrence of the same events which would result in an adjustment to the conversion price of the Senior Notes, as described above, including the issuance of securities at a price per share less than the current conversion price. Similarly, the maturity date, interest rate, events of default, redemption and other terms of the Additional Senior Note are the same as for the Senior Notes. The Additional Senior Note is on parity with the Senior Notes and, subject to certain exceptions, is senior to other existing and future indebtedness of the Company and, together with the Senior Notes, is secured by a

first

priority lien on all of the Company's assets to the extent and as provided in the Security Agreement as amended.

In accordance with ASC

470

50,

Debt - Modifications and Extinguishments

", the Company's note exchange agreement was tested to determine whether a debt modification or debt extinguishment had occurred. Based on management's review, debt extinguishment accounting applied. As a result of the debt exchange, the Company recorded

$247,539

of non-cash expense resulting from the conversion feature of the convertible debt. The loss consisted of the resulting derivative liability from the embedded conversion options in the new notes.

Fiscal

2019

Note

Restructuring Transaction

Note Restructuring Transaction

July 19, 2018,

the Company entered into the Settlement and Restructuring Agreement (the “Settlement Agreement”) with Peachstate Health Management, LLC (“AEON”), its wholly-owned subsidiary, and the former members of AEON included in the Agreement (the “Former Members”), including its Chief Executive Officer, Hanif A. Roshan. Pursuant to the Agreement, the parties agreed to among other things, resolve certain disagreements among themselves relating to the interpretation of certain provisions of the Merger Agreement.

As a condition to the effectiveness of the Settlement Agreement, the parties agreed to restructure the loans previously made to the Company by Mr. Roshan and Optimum Ventures, LLC, (together the “Lenders”) and to exchange the existing Senior Notes held by them for a new senior credit instrument pursuant to which they will provide up to

$2.0

million of credit to the Company (the “Note Restructuring Transaction”). In the Note Restructuring Transaction, the Company entered into a note exchange agreement dated

July 19, 2018 (

the

“July

Exchange Agreement”), with the Lenders, who collectively held senior secured convertible notes in the aggregate principal amount of

$1,351,482

(the “Original Notes”).

Pursuant to the

July

Exchange Agreement, the Company agreed to issue the Lenders senior secured grid notes in the aggregate principal amount for a maximum of

$2.0

million (the “Grid Notes”) in consideration of the cancellation of their Original Notes. The Grid Notes are structured to provide the Company with a credit facility pursuant to which it can borrow, pay, and reborrow any portion of the of the maximum principal amount of credit available under these instruments. The Grid Notes are senior, secured obligations and are

not

convertible into any equity securities of the company. The Grid Notes bear interest at the rate of

7.5%

per annum with interest payable upon maturity or sooner in accordance with the prepayment mechanism of the Grid Notes. The maturity date of the Grid Notes is

June 30, 2020.

The Grid Notes are on parity with an outstanding principal amount of

$1,698,169

of other Senior Notes (hereinafter, the “Senior Convertible Notes”) and, subject to certain exceptions, are senior to other existing and future indebtedness of the Company and, together with the Senior Convertible Notes, will be secured by a

first

priority lien on all of the Company’s assets to the extent and as provided in a Security Agreement entered into between the Company, the Lenders and the holders of the Senior Convertible Notes (the “Convertible Note Holders”). The Grid Notes contain customary covenants against incurring additional indebtedness and granting additional liens and contains customary events of default, which terms are substantially the same as the corresponding provisions of the Original Notes. Upon the occurrence of an event of default under the Grid Notes, the Lenders

may

require the Company to repay all or a portion of the note in cash, at a price equal to

110%

of the principal, plus accrued and unpaid interest.

The Grid Notes were issued in consideration of the exchange of (i) an aggregate principal amount of

$759,869

of Original Notes held by Mr. Roshan and (ii) an aggregate principal amount of

$591,613

of Original Notes held by Optimum Ventures, LLC. The maximum principal amount under the Grid Note issued to Mr. Roshan is

$1,100,000

and the maximum principal amount under the Grid Note issued to Optimum is

$900,000.

Each Grid Note issued also reflects an outstanding principal amount equal to the sum of the aggregate principal amount of the Original Notes held by each Lender, plus the accrued but unpaid interest thereon. The aggregate principal amount of the Grid Notes outstanding as of the closing date of the Note Restructuring Transaction and

September 30, 2018

was

$1,415,449.

The closing of the Note Restructuring Transaction occurred on

July 19, 2018.

In accordance with ASC

470

50,

Debt - Modifications and Extinguishments

zero

of non-cash expense resulting from the conversion feature of the convertible debt. These notes were deemed to be a related party capital transaction and were included in additional paid-in capital at

September 30, 2018.

In connection with the Note Restructuring Transaction, the Company entered into a consent and amendment agreement with the Convertible Note Holders to obtain their consent to the issuance of the Grid Notes. In consideration thereof, the Company and Convertible Note Holders also agree to extend the maturity date of the Senior Convertible Notes for a period of

one

year to

March 20, 2020

and to modify the redemption mechanism of such instruments by increasing the duration of the redemption notice period defined in the Senior Convertible Notes. In addition, the parties entered into an amendment to the Amended and Restated Security Agreement entered into as of

March 20, 2017,

as previously amended (the “Security Agreement”), to provide that the Grid Notes shall be secured by the collateral defined in such earlier Security Agreement.