Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported in GridAI Technologies Corp. (the "Company")'s Current Reports on Form 8-K filed on July 23, 2026 and September 11, 2026, the Company made a loan ("Loan") to Pronghorn Resources, LLC, a Delaware limited liability company ("Pronghorn", and, together with the Company, the "Parties"), pursuant to the terms of a Secured Convertible Promissory Note ("Note"), in the principal sum of $2,000,000, and on September 4, 2026, the Parties entered into that certain Amended and Restated Secured Convertible Promissory Note ("Amended Note"), which amended and restated the terms of the Note to reflect the Company's second loan of an additional $964,000 to Pronghorn. On October 1, 2026, the Parties entered into that certain Second Amended and Restated Secured Convertible Note ("Second Amended Note"), which amended and restated the terms of the Note such that the Note's terms reflect the Company's third loan of an additional $536,000 to Pronghorn (such third loan made following the Loan and the second loan), for an aggregate principal amount of $3,500,000 (the "Principal Amount").

In connection with the Parties' entry into the Second Amended Note, the Parties entered into that certain Second Amendment to Security Agreement effective as of October 1, 2026 ("Second Amended Security Agreement"). The Second Amended Security Agreement amended the Security Agreement entered into between the Parties on July 17, 2026, as previously amended by the First Amendment to Security Agreement dated September 4, 2026 (as amended, the "Security Agreement"), such that the definition for the term "Note" was amended and restated to refer to the Second Amended Note.

Capitalized terms used herein but not otherwise defined have the meanings set forth in the Second Amended Note. The foregoing descriptions of the Second Amended Note and Second Amended Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Second Amended Note and Second Amended Security Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.