Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

218 3^rd Avenue Agreement

As previously disclosed in the Current Report on Form 8-K filed on August 26, 2025, on August 19, 2025, the Company originally entered into a Purchase and Sale Agreement (the "Purchase Agreement") with 218 LLC (the "Seller") for the sale of an approximately 20,829 square foot four story commercial retail building located at 218 3rd Avenue North, Nashville, Tennessee 37201 ("218 3rd Avenue") for a sale price of $14.1 million.

On September 15, 2025, the Company and the Seller entered into a mutual termination agreement of the Purchase Agreement (the "Mutual Termination Agreement"). On the same day, the Company and the Seller entered into a membership interest purchase agreement (the "MIPA") to purchase all of the outstanding membership interests in the Seller. 218 3^rd Avenue is the sole asset of the Seller.

The Company has agreed to pay Seller $14,100,000, the appraised value of 218 3^rd Avenue, for all of the ownership interests in the Seller in tranches over twelve months. Upon execution of the MIPA, the Company authorized the issuance of 280,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share ($2,1000,000 in value), for the purchase of 30% of the outstanding membership interests in the Seller.

Further, the Company shall pay the Seller $300,000 of the purchase price in three non-refundable $100,000 installments; the first installment shall be payable 15 days following execution of the MIPA and shall purchase an additional 1% of the outstanding membership interests in the Seller; the second installment shall be payable 45 days following execution of the Agreement and shall purchase an additional 1% of the outstanding membership interests in the Seller; and the third installment shall be payable 75 days following execution of the Agreement and shall purchase an additional 1% of the outstanding membership interests in the Seller.

In addition, the Company executed a 12-month, 6% per annum promissory note in the amount of the $11,700,000 payable to the Seller (the "Note"). Seller may, from time to time, convert a portion of principal and interest under the Note into tranches of Two Hundred Thousand (200,000) shares of the Company's Series D Convertible Preferred Stock (valued at $1,500,000) and simultaneously convert such preferred stock into One Million (1,000,000) shares of Common Stock and then sell such shares, or in other amounts that do not exceed a 4.99% beneficial ownership, and apply the proceeds towards the principal and interest of the Note. Each conversion shall purchase an additional 1% ownership interest in Seller. The Company has agreed to issue to Seller an additional 18,800 shares of Series D Convertible Preferred Stock, valued at $141,000, as a convenience fee. Within 15 business days of the execution of the MIPA, the Company has agreed to prepare and file a registration statement with the SEC on Form S-1 to register the shares of common stock underlying the Series D Convertible Preferred Stock issued at the initial closing, shares underlying principal and interest on the Note and the shares issued for the convenience fee.

The foregoing description of the Mutual Termination Agreement, the MIPA and Note are not a complete description of all of the parties' rights and obligations under Mutual Termination Agreement, the MIPA and Note, and are qualified in their entirety by reference to the MIPA and Note, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K.