Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 4, 2024, Worksport Ltd. (the "Company"), through its wholly owned subsidiary, Worksport USA Operations Corporation, a Colorado corporation (the "Borrower"), entered into a credit and security agreement (the "Agreement") with Loeb Term Solutions LLC, an Illinois limited liability company (the "Lender").

Pursuant to the terms of the Agreement, Lender provided the Borrower with a loan of $1,487,200, evidenced by a promissory note, dated September 4, 2024, by the Borrower for the benefit of Lender (the "Note").

The transaction closed on September 4, 2024 at which time the Company received net proceeds of $1,437,997.98.

The Note stipulates principal interest payments by the Borrower on a weekly basis at an interest rate equal to the lesser of (i) the prime rate plus 7.00% per annum and (ii) the maximum rate allowed by law.

The Company and Worksport New York Operations Corporation, a Colorado corporation (the "Sub") have separately each provided a guaranty in favor of the Lender, guaranteeing all obligations of the Borrower under the Agreement ("Guaranties").

The Company, Borrower, and Sub have each granted the Lender a security interest in substantially all of its assets, excluding the Company's real property located at 2500 North America Drive, Town of West Seneca, Erie County, New York, as collateral security for the obligations under the Agreement pursuant to security agreements entered with each of them ("Security Agreements"). The Lender holds a first-priority lien on certain Collateral and a second-priority lien on other Collateral, in accordance with an intercreditor agreement between the Lender and Amerisource Funding, Inc. ("Amerisource").

The Agreement contained customary representations, warranties, covenants, and conditions precedent for transactions of this nature.