Ethema Health Corp (GRST)

[Bubae]

First, Shawn Leon quit providing the text for the new notes including this Mirage note. Convenient right. In the past the company would provide the information including the actual note. the Below is a link to a Labrys Fund note dated June 2021. Go to page 10, item 4(e) you will see a provision called "Usury". This language is common in these notes with excessive default penalties. At the end of the section on page 11 you will find that penalties in excess of normal usury laws will be added to t he principle. We should see what is going on with that note when they get around to filing a report. I didn't makeup the monthly 24% default penalty, that is in the filing.

Hey, you think maybe Shawn Leon is so quiet because he doesn't want any trouble by appearing to be pumping the stock while announcing the execution of the reverse split filed in January. 🤔 I can see the press release now for the annual saying; since we have lost our azz and the defaulted notes are killing us, we will need to split the stock at this time to raise some funds. 😆 Too little to late in my opinion. Do we get the annual after hours today? 🤭

You say 24% intrest per month - what you don't say is "subject to the Usury Act"

Labry's Securities Purchase Agreement June, 02, 2021
https://www.sec.gov/Archives/edgar/data/792935/000172186821000350/f2sgrst8k060921ex10_01.htm

For the quarterly period ended March 31, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000190359624000371/grst_10q.htm

Page 24
Senior secured promissory note
On May 15, 2024, the Company, together with its subsidiaries, Evernia Health Center, LLC, American Treatment Holdings Inc, and Shawn Leon, entered into a Senior Secured Promissory Note (“Senior Note”)with an accredited investor for gross proceeds of $600,000, maturing on November 15, 2024 and bearing interest at 6% per annum for the first two months, 9% per annum for the following two months and 18% per annum for the last two months. The note also provides for default interest at a maximum of 24% per month, subject to the Usury Act. The Senior Note is senior to all other indebtedness including the promissory note issued to Q Global Trust, LLC (“Q Global”), except for allowed payments in terms of the Q Global agreement, as described below. The Senior Note, upon an event of default, may be converted into shares of ATHI at the rate of 1% of ATHI for each $24,000 of indebtedness, capped at $633,000. The proceeds from this note were used as the down payment for the acquisition of the remaining 25% of ATHI held by the minority shareholder.

Purchase of minority shareholder interest in ATHI

On May 15, 2024, the Company, Q Global Trust, LLC (the “Seller”), Lawrence B Hawkins and ATHI entered into an agreement for the purchase of the 25% minority shareholders interest in the share capital of ATHI for gross proceeds of $1,100,000. The Company paid proceeds of $625,000 on closing, and issued the Seller a promissory note for $475,000, subordinated to the Senior Note above. The Company will make 8 monthly installments of $10,000 each and on the ninth month a payment of $157,500, for the next eight months the Company will make payments of $10,000 each and on the eighteenth month a final payment of $157,500, totaling $475,000. The note does not bear interest and is guaranteed by Shawn Leon, Evernia Health Center, LLC and ATHI.