Matthew Wilson Schwartz - 29 Nov 2022 Form 4 Insider Report for THERALINK TECHNOLOGIES, INC.

Footnote F1

Assumes a fixed conversion price of $0.003, but such conversion price is subject to adjustment as set forth in the debenture and warrant, respectively.

Footnote F2

The Reporting Person was issued a 10% Original Issue Discount ("O.I.D.") Senior Secured Convertible Debenture in the principal amount of $120,998.89 and 34,571,111 warrants in exchange for the 8% Convertible Promissory Note in the principal amount of $105,216 previously issued to the Reporting Person.

Footnote F3

The debenture and warrants described in footnote 2 are subject to mandatory conversion upon the occurrence of certain events, as outlined in the debentures and warrants, respectively. The original maturity date of the debentures was subsequently extended to February 29, 2024.

Footnote F4

Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.

Footnote F5

Expiration Date in the event a Qualified Offering is not consummated prior to the maturity date of the debentures the Warrants are issued in connection with.

Footnote F6

In connection with the note exchange describe in footnote 2, the Reporting Person entered into an amendment to its previously issued Common Stock Purchase Warrant amending the exercise price to $0.003 (and subject to adjustment in the event of certain fundamental transactions described in the amended warrant).