Material Agreement Form 8 K

Entry into Equity Line of Credit

One July 26, 2024, the Company entered into that certain Strata Purchase Agreement with ClearThink Capital Partners, LLC (the "ClearThink ELOC" and "ClearThink", respectively), pursuant to which ClearThink agreed to purchase a number of shares of common stock in tranches as directed by the Company, up to $5,000,000 worth of common stock. Each tranche request is limited to the lesser of $1,000,000 or 500% of the daily average shares traded value for the 10 days prior to the date of any Company request to purchase. The minimum purchase notice allowable is $25,000, and there must be a minimum of 10 trading days between purchase notices unless the parties mutually agree otherwise. The Company cannot issue a purchase notice if it would cause ClearThink to own more than 9.99% of the Company's outstanding common stock. The Company also executed a registration rights agreement and stock purchase agreement with ClearThink under the terms of the ClearThink ELOC, forms of which are filed as Exhibits 10.2 and 10.3 hereto, respectively, which are incorporated by reference into this Item 1.01.

Sale of Unregistered Equity Securities

On July 26, 2024, the Company entered into a Securities Purchase Agreement with James K. Granger (the "SPA" and "Granger", respectively), under which Granger, or an entity he controls, purchased 1,600,000 common shares of the Company's stock for $800,000, at a price of $0.50 per common share. Pursuant to the SPA, the shares issued to Granger will be subject to Rule 144 restrictions. Granger funded the purchase price in cash to the Company on July 31, 2024.

This summary is not a complete description of all of the terms of the ClearThink ELOC or the SPA, and is qualified in its entirety by reference to the full text of the ClearThink ELOC and the SPA, forms of which are filed as Exhibit 10.1 and 10.4 hereto, respectively, which are incorporated by reference into this Item 1.01.