As a refresher, here’s what this all means.

As a refresher, here’s what this all means.

The toxic debt holders ("Old Debt" ) are trading their notes in for new secured convertible debt securities (“New Secured Debt”) at a ratio of $0.80 for every $1 in balance outstanding;

The toxic shareholders ("Old Preferrred" ) are trading in their preferred shares for new unsecured notes (“New Unsecured Debt”) at ratio of $0.75 for every $1 in balance outstanding;

All outstanding warrants issued in connection with the Old Debt and Old Preferred are being wiped out;

The New Secured Debt and the New Unsecured Debt will be contributed to a Special Purpose Vehicle (AMBS SPV) to facilitate the orderly liquidation / monitoring of the securities issued to holders the Old Debt and Old Preferred;

The New Secured Debt and the New Unsecured Debt will bear 0% interest and will have an initial maturity date of nine (9) months from the date of the Tender Exchange, with such maturity to be extended upon listing of the Company's common stock onto the NYSE or NASDAQ (Uplist);

The New Secured Debt and New Unsecured Debt will not be convertible into common shares for the period of time from the Tender Exchange until the Uplist;

At the time of the Uplist, the security interest provided for in the New Secured Debt shall be rescinded;

The New Secured Debt and New Unsecured Debt held by the AMBS SPV will be convertible into common shares according to the following schedule:

No conversion until 9 months after the Uplist;

After the Uplist, convertible in tranches, delivered quarterly starting after the 9 month waiting period, at a per share price equal to 100% of the volume weighted average price of the prior 12 trading days; and

Toxic debt holders get our 80M shares of AVDX.