Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On January 21, 2025, Range Impact, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Tower IV, LLC, an Ohio limited liability company (the "Purchaser"), providing for the issuance and sale by the Company to the Purchaser of an aggregate of 3,333,333 shares of the Company's common stock (the "Shares") at a price of $0.15 per share. The aggregate gross proceeds from the sale of the Shares are approximately $500,000.

The Purchase Agreement contains the customary representations, warranties, indemnification rights, and obligations of the parties in agreements of this type, including that the Company will use commercially reasonable efforts to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), to register the Shares as soon as practicable following the closing. The transaction represented by the Purchase Agreement closed on January 21, 2025.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Purchase Agreement attached hereto as Exhibit 10.1.