Material Agreement (Form 8-K)

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 14, 2025, we issued a Common Stock Purchase Option (the "Option") to ADI Funding LLC ("ADI Funding") under a Stock Purchase Agreement for $100,000 that expires on July 14, 2025, for the right to acquire up to 15,000,000 shares of common stock. The exercise price per share of the common stock under the Option shall be 70% of the VWAP of the common stock during the then 10 Trading Days immediately preceding but not including the date of exercise. The obligation to exercise each specified portion of the Option is subject to the exercise price, being not less than $0.11 per share on the relevant Option exercise date.

ADI Funding has the right and the obligation to exercise, on a "cash basis," not less than 2,000,000 of the Option shares not later than 15 days after an effective registration statement permitting the issuance of the Option shares to or resale of the Option shares by ADI Funding. From and after the occurrence of the above-referenced exercise, each additional exercise of Options hereunder shall be in an amount not less than 1,000,000.00 shares and shall be exercised only on a cash basis.

Exercises are required to be made in recognition of ADI Funding's beneficial ownership limitation of 4.99% of our outstanding common stock, which upon notice may be increased to 9.99%.

If we issued securities less than the exercise price option, ADI Funding has a right to also use that lesser price in the exercise of its Option. The Option also contains rights to any company distributions and consideration in fundamental transactions, subject to the beneficial ownership limitation.

We also entered into a Registration Rights Agreement with ADI Funding to register the resale shares underlying the Option with the Securities and Exchange Commission.

The foregoing description of the Option, Stock Purchase Agreement and Registration Rights Agreement is not complete and is qualified in its entirety by reference to the text of such documents, which are filed as Exhibits 4.1, 10.1 and 10.2 hereto and which is incorporated herein by reference.

SECTION 9 - Financial Statements and Exhibits