Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Equity Line

On July 22, 2026, the Change Agents Corporation (the "Company") entered into an Equity Purchase Agreement (the "Purchase Agreement") with Hudson Global Ventures, LLC, a Nevada limited liability company (the "Investor"). Pursuant to the Purchase Agreement, upon the terms and subject to the conditions set forth therein, the Company may, from time to time during the Commitment Period, in its sole discretion, require the Investor to purchase shares of the Company's common stock, par value $0.0001 per shares ("Common Stock") having an aggregate purchase price of up to $10,000,000. The Commitment Period ends on the earliest of (i) the date on which the Investor has purchased shares equal to the $10,000,000 maximum commitment amount, (ii) 36 months after the date of the Purchase Agreement, (iii) written notice of termination by the Company to the Investor, subject to certain limitations, and (iv) certain bankruptcy-related events.

Under the Purchase Agreement, each put must be in a minimum amount of not less than $15,000, calculated using the purchase price, and may not exceed the lesser of $500,000, calculated using the initial purchase price, and 200% of the average daily trading value. The purchase price for shares sold under the Purchase Agreement will be equal to $0.30 per share, which price exceeds the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d). The $0.30 purchase price is subject to adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the number of outstanding Common Stock. The Applicable Trading Amount for each put (i.e. the amount that the Company can require the investor to purchase) shall mean:

The Company's ability to sell shares under the Purchase Agreement is subject to various conditions, including the effectiveness of a registration statement covering the resale of the shares, Nasdaq shareholder approval limitations, a 4.99% beneficial ownership limitation, DWAC eligibility and minimum pricing conditions.

Under the terms of the Purchase Agreement the Company agreed to procure stockholder approval ("Stockholder Approval") for the shares of common stock underlying the Warrant (as defined below). If the Stockholder Approval is not obtained and deemed effective under Delaware law on or before the date that is seventy-five (75) calendar days after the date of this Agreement (the "Stockholder Approval Deadline Date"), then the Investor shall have the right, exercisable upon written notice to the Company within five (5) Trading Days of the Stockholder Approval Deadline Date (the "Buyout Notice"), to require the Company to pay $250,000.00 (the "Buyout Amount") in cash to the Investor within three (3) Trading Days of the date of the Buyout Notice. If (i) the Investor delivers the Buyout Notice pursuant to the immediately preceding sentence and (ii) the Company pays the Buyout Amount to the Investor within three (3) Trading Days of the date of the Buyout Notice, then the Warrants shall be extinguished and redeemed in the entirety. If (i) the Stockholder Approval is obtained and deemed effective under Delaware law on or before the Stockholder Approval Deadline Date and (ii) the average of the closing prices of the Common Stock on the Principal Market for the five (5) Trading Days immediately preceding the Stockholder Approval Date, as defined below (the "True-Up Price") is less than $0.27 per share (subject to adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the number of outstanding Common Stock), then the Company shall pay True-Up Payment (as defined in this Agreement) to the Investor within three (3) Trading Days of the Stockholder Approval Date. The True-Up Payment shall mean $250,000.00 minus the Warrants Value (as defined in this Agreement). The "Warrants Value" shall mean the total number of Exercise Shares underlying the Warrants on the Stockholder Approval Date multiplied by the True-Up Price.