Material Agreement (Form 8-K)

On March 17, 2026, OneMeta Inc. (the "Company") entered into a First Amendment (the "Amended Agreement") to the Note and Warrant Purchase Agreement dated as of October 31, 2025 (the "Original Agreement"). Pursuant to the Original Agreement, the Company had issued to investors an aggregate principal amount of $2 million in notes (the "Existing Notes") and on February 11, 2026, had issued to such investors an additional $200,000 in aggregate principal amount of notes (the "Additional Notes"). The Amended Agreement consolidates the Existing Notes and the Additional Notes into the Existing Notes with aggregate principal amount of $2.2 million and provides that the maturity date of the Existing Notes is the earlier of (i) March 26, 2026 and (ii) the time at which the balance of the Existing Notes are due and payable upon an Event of Default pursuant to the Existing Notes.

At the election of each holder, any balance or interest shall be paid either (x) in cash or (y) in the number of shares of Common Stock equal to the cash amount payable divided by the conversion price. In the event the Company has issued a new series of preferred stock, however designated, following the date of the Agreement, each holder may further elect to receive payments of any balance or interest in the form of such preferred stock, valued at the lowest price paid therefor to the Company by an unaffiliated third party.

If at any time while the Existing Notes remain outstanding, the Company issues any convertible promissory note, convertible security or other instrument convertible into equity securities of the Company (a "Future Instrument") to any investor or lender (a "Future Investor") with terms that the holder of the Existing Notes reasonably determines to be more favorable to the Future Investor than the terms of the Existing Notes The holder shall have the right, exercisable in the holder's sole discretion within thirty (30) days of receiving such notice, to elect to have the Existing Note amended to incorporate any or all of the more favorable terms contained in the Future Instrument, effective as of the date of issuance of the Future Instrument.

The foregoing descriptions of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.