Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Effective June 25, 2024 the Board of Directors of the Company approved the Karbon-X Corp. 2024 Employees', Directors', Officers' and Consultants' Stock Option Plan (the "Plan"). The Plan authorizes Karbon-X Corp. to issue options to purchase up to 5,000,000 shares of common stock, on terms to be determined pursuant to option agreements, to its Employees, Directors, Officers and Consultants subject to the following terms.

The purpose of the Plan is to enable the Company to attract, retain and motivate its employees, directors and qualified consultants by providing for or increasing the proprietary interests of such employees, directors and consultants in the Company through increased stock ownership.

The Plan provides for options which either (i) qualify as incentive stock options ("Incentive Options") within the meaning of that term in Section 422 of the Internal Revenue Code of 1986, as amended, or (ii) do not so qualify under Section 422 of the Code ("Nonstatutory Options") (collectively "Options"). Any Option granted under this Plan will be clearly identified at the time of grant as to whether it is intended to be either an Incentive Option or a Nonstatutory Option.

The foregoing description is qualified by the complete terms of the Plan attached hereto as Exhibit 10.1.