Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 10, 2026 (the "Effective Date"), Olenox Industries Inc. (the "Company"), executed a mutual settlement and release agreement (the "Settlement Agreement") with Cedar Advance LLC ("Cedar"), to resolve the outstanding balance of $1,732,500 (the "Balance") owed by the Company pursuant to those certain Standard Merchant Cash Advance Agreements between the Company and Cedar.

Per the terms of the Settlement Agreement, the Company will issue Cedar up to 500,000 shares (the "Initial Shares") of common stock of the Company (the "Common Stock"), which shall be issued to Cedar as promptly as possible after the full execution of the Settlement Agreement. The Company shall not issue a number of shares of Common Stock to Cedar that would exceed 4.99% of the shares of Common Stock outstanding at any given time (the "Beneficial Ownership Limitation").

Per the terms of the Settlement Agreement, the parties will perform a sales analysis once the Initial Shares have been sold by Cedar, to determine the gross sales proceeds received by Cedar from the sale of the Initial Shares (the "Proceeds"). In the event the Proceeds are less than the Balance, the Company agrees to promptly issue additional restricted shares of Common Stock to Cedar as a true-up (the "True-up Shares"). The number of True-up Shares to be issued to Cedar shall be calculated by subtracting the Proceeds from the Balance (the "True-up Value"), and dividing the True-up Value by the volume weighted average price ("VWAP") of the Company's Common Stock (as reported by NASDAQ-CM exchange) for the ten trading days immediately preceding the date the True-up Value is calculated. To the extent the Beneficial Ownership Limitation prevents the issuance of enough True-up Shares, the Company will hold those excess shares of Common Stock and issue them once the Beneficial Ownership Limitation permits such issuance.

Under the terms of the Settlement Agreement, Cedar and the Company each agree to waive and release any and all claims against the other, except with respect to each party's performance under the Settlement Agreement. The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by reference.