Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 23, 2026, Eva Live Inc (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Streeterville Capital, LLC, an accredited investor (the "Investor"). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase, a secured convertible note of the Company, in the aggregate original principal amount of $7,560,000 (the "Initial Note"), which is convertible into common stock of the Company. Pursuant to the Purchase Agreement the Investor shall also have the right, for a period of 24 months after the Closing, to purchase up to $4,320,000.00 of principal amount of additional notes (the "Additional Notes") in one or more tranches. The transactions contemplated under the Purchase Agreement will close upon satisfaction of the closing conditions, including the filing of an information statement approving the transaction ("Closing"). Upon Closing, the Company will issue the Initial Note and receive gross proceeds of $7.0 million. The Company intends to use the net proceeds from the sale of the Initial Note for working capital requirements, general corporate purposes, and the advancement of business objectives.

The Initial Note

The Initial Note will be issued at an original issue discount of eight percent (8%). The Initial Note bears interest at a rate of eight percent (8%) per annum and will mature 24 months after the Closing. The Additional Notes, if any, will be issued with the same terms, provisions, economics and collateral as the Initial Note.

The Initial Note is convertible at the option of the Investor into common shares of the Company at a conversion rate equal to the Outstanding Balance, as defined in the Initial Note, being converted divided by the Conversion Price, as defined in the Initial Note. The Conversion Price is equal to 87% of the lowest daily VWAP for the ten (10) Trading Day period immediately preceding the applicable measurement date; provided, however, that in no event will the Conversion Price be lower than the Floor Price, as defined in the Initial Note, which is $0.90.

The Company shall have the right to prepay the Outstanding Balance after providing 10 Trading Days' prior written notice to Investor. If the Company exercises its right to prepay the Initial Note, the Company shall make payment to Investor of an amount in cash equal to 110% multiplied by the portion of the Outstanding Balance the Company elects to prepay.

Pursuant to the Initial Note, in the event the Nasdaq Official Closing Price of the Company's common shares is below the Floor Price for ten (10) consecutive Trading Days, Investor shall then have the right, exercisable at any time in its sole and absolute discretion, to redeem up to the Maximum Monthly Redemption Amount, as defined in the Initial Note, per calendar month.

At any time following the occurrence of a Major Trigger Event or Minor Trigger Event, each as defined in the Initial Note, the Investor may, upon prior written notice to the Company, increase the Outstanding Balance of the Initial Note by 10% for each occurrence of any Major Trigger Event and 5% for each occurrence of any Minor Trigger Event (the "Trigger Effect"), provided that the Trigger Effect may only be applied three times with respect to Major Trigger Events and three times with respect to Minor Trigger Events and the Trigger Effect does not apply to any Trigger Event pursuant to Section 4.1(j) of the Initial Note.

If the Company fails to cure a Trigger Event, as defined in the Initial Note, within five trading days following the date of a written demand notice by the Investor, the Trigger Event will automatically become an Event of Default, as defined in the initial Note. In Event of Default has occurred, Investor may accelerate the Initial Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount, as defined in the Initial Note, and interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to fifteen percent (15%) per annum.

Pursuant to the Initial Note, the Company shall cause a Form S-3 Registration Statement to be declared effective by the SEC within ninety (90) days of the Closing and shall file a Rule 424(b)(5) Prospectus Supplement to the Shelf Registration Statement registering the Investor's resale of all Conversion Shares, as defined in the Initial Note, within seven (7) days of the effective date of the Shelf Registration Statement.