Form 8-K

8-K — Change Agents Corporation.

Accession: 0001213900-26-081023

Filed: 2026-07-23

Period: 2026-07-22

CIK: 0001630212

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0299093-8k_change.htm (Primary)

EX-4.1 — WARRANT DATED JULY 22, 2026 (ea029909301ex4-1.htm)

EX-10.1 — EQUITY PURCHASE AGREEMENT DATED JULY 22, 2026 (ea029909301ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT DATED JULY 22, 2026 (ea029909301ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0299093-8k_change.htm · Sequence: 1

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0001630212

2026-07-22

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 22, 2026

Change Agents Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-38728

47-1685128

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I. R. S. Employer

Identification No.)

4400 Route 9 South, Suite 3100

Freehold, NJ 07728

(Address of principal executive offices, including

ZIP code)

(732) 780-4400

(Registrant’s telephone number, including

area code)

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value

CHGA

The Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Equity Line

On July 22, 2026, the Change Agents Corporation (the “Company”) entered into an

Equity Purchase Agreement (the “Purchase Agreement”) with Hudson Global Ventures, LLC, a Nevada limited liability company

(the “Investor”). Pursuant to the Purchase Agreement, upon the terms and subject to the conditions set forth therein, the

Company may, from time to time during the Commitment Period, in its sole discretion, require the Investor to purchase shares of the Company’s

common stock, par value $0.0001 per shares (“Common Stock”) having an aggregate purchase price of up to $10,000,000. The Commitment

Period ends on the earliest of (i) the date on which the Investor has purchased shares equal to the $10,000,000 maximum commitment amount,

(ii) 36 months after the date of the Purchase Agreement, (iii) written notice of termination by the Company to the Investor, subject to

certain limitations, and (iv) certain bankruptcy-related events.

Under the Purchase Agreement, each put

must be in a minimum amount of not less than $15,000, calculated using the purchase price, and may not exceed the lesser of $500,000,

calculated using the initial purchase price, and 200% of the average daily trading value. The purchase price for shares sold under the Purchase Agreement will be equal to $0.30 per share, which price exceeds the Nasdaq Minimum Price (as defined in Nasdaq Listing

Rule 5635(d). The $0.30 purchase price is subject to adjustment for any stock dividend, stock split, stock combination, rights offerings,

reclassification or similar transaction that proportionately decreases or increases the number of outstanding Common Stock. The Applicable

Trading Amount for each put (i.e. the amount that the Company can require the investor to purchase) shall mean:

(a) $15,000.00 if the lowest closing price of the Common Stock during

the two (2) Trading Days immediately preceding the respective Put Date is greater than $0.41 but less than or equal to $0.45; or

(b) $25,000.00 if the lowest closing price of the Common Stock during the two (2) Trading

Days immediately preceding the respective Put Date is greater than $0.45 but less than or equal to $0.50; or

Trading Days immediately preceding the respective Put Date is greater than $0.50 but less than or equal to $0.60; or

(d) $200,000.00 if the lowest closing price of the Common Stock during the two (2)

Trading Days immediately preceding the respective Put Date is greater than $0.60 but less than or equal to $0.75; or

(e) $350,000.00 if the lowest closing price of the Common Stock during the two (2)

Trading Days immediately preceding the respective Put Date is greater than $0.75 but less than or equal to $1.00; or

(f) $450,000.00 if the lowest closing price of the Common Stock during the two (2)

Trading Days immediately preceding the respective Put Date is greater than $1.00 but less than or equal to $1.50; or

(g) $500,000.00 if the lowest closing price of the Common Stock during the two (2)

Trading Days immediately preceding the respective Put Date is greater than $1.50.

The Company’s ability to sell shares under the Purchase Agreement is subject to various conditions, including the effectiveness

of a registration statement covering the resale of the shares, Nasdaq shareholder approval limitations, a 4.99% beneficial ownership limitation,

DWAC eligibility and minimum pricing conditions.

Under

the terms of the Purchase Agreement the Company agreed to procure stockholder approval (“Stockholder Approval”) for the shares

of common stock underlying the Warrant (as defined below). If

the Stockholder Approval is not obtained and deemed effective under Delaware law on or before the date that is seventy-five (75) calendar

days after the date of this Agreement (the “Stockholder Approval Deadline Date”), then the Investor shall have the right,

exercisable upon written notice to the Company within five (5) Trading Days of the Stockholder Approval Deadline Date (the “Buyout

Notice”), to require the Company to pay $250,000.00 (the “Buyout Amount”) in cash to the Investor within three (3) Trading

Days of the date of the Buyout Notice. If (i) the Investor delivers the Buyout Notice pursuant to the immediately preceding sentence and

(ii) the Company pays the Buyout Amount to the Investor within three (3) Trading Days of the date of the Buyout Notice, then the Warrants

shall be extinguished and redeemed in the entirety. If (i) the Stockholder Approval is obtained and deemed effective under Delaware law

on or before the Stockholder Approval Deadline Date and (ii) the average of the closing prices of the Common Stock on the Principal Market

for the five (5) Trading Days immediately preceding the Stockholder Approval Date, as defined below (the “True-Up Price”) is less than $0.27

per share (subject to adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar

transaction that proportionately decreases or increases the number of outstanding Common Stock), then the Company shall pay True-Up Payment

(as defined in this Agreement) to the Investor within three (3) Trading Days of the Stockholder Approval Date. The True-Up Payment shall

mean $250,000.00 minus the Warrants Value (as defined in this Agreement). The “Warrants Value” shall mean the total number

of Exercise Shares underlying the Warrants on the Stockholder Approval Date multiplied by the True-Up Price.

-1-

In connection with the Purchase Agreement,

the Company issued to the Investor a common stock purchase warrant (the “Warrant”) to purchase up to 925,925 shares of

Common Stock at an exercise price of $0.01 per share, subject to adjustment as provided in the Warrant. The Warrant is exercisable

at any time following stockholder approval of the shares issuable upon exercise of the Warrant (the “Stockholder Approval

Date”) until 5:00 p.m. Eastern time on the date that is five years after the Stockholder Approval Date, subject to the terms

and limitations set forth therein, including a 4.99% beneficial ownership limitation.

Also on July 22, 2026, the Company entered

into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement” and, together with the

Equity Purchase Agreement and the Warrant, the “Equity Line Transaction Documents”). Pursuant to the Registration Rights

Agreement, the Company agreed to file with the Securities and Exchange Commission an initial registration statement covering the

maximum number of registrable securities permitted to be included thereon (including shares issuable under the Purchase Agreement

and underlying the Warrant) within 30 calendar days after the date of the Registration Rights Agreement and to use reasonable

commercial efforts to have the registration statement declared effective within 90 calendar days after the date of the Registration

Rights Agreement. The Registration Rights Agreement provides that the registration statement must remain effective and available for

resale by the Investor until the Investor has sold all registrable securities covered thereby and the maximum commitment amount

under the Equity Purchase Agreement has been drawn down by the Company.

The foregoing descriptions of the Equity Purchase

Agreement, the Registration Rights Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference

to the full text of such agreements and instruments, copies of which are filed as Exhibits 10.1, 10.2 and 4.1, respectively, to this Current

Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this

Current Report on Form 8-K relating to the Equity Purchase Agreement, the Warrant and the shares of Common Stock issuable upon exercise

of the Warrant is incorporated by reference into this Item 3.02. The Warrant

and the shares issuable upon exercise of the Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities

Act”), or any state securities laws and were offered and sold, or will be issued, in reliance upon exemptions from the registration

requirements of the Securities Act, including Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder,

and applicable state securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed in the following Exhibit Index

is filed as part of this Current Report on Form 8-K.

Exhibit No.

Description of Exhibit

4.1

Warrant dated July 22, 2026

10.1*

Equity Purchase Agreement dated July 22, 2026

10.2

Registration Rights Agreement dated July 22, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The schedules (and similar attachments) to this exhibit have

been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish a supplemental copy of any

omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request.

-2-

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: July 23, 2026

Change Agents Corporation

/s/ Sam Knipper

Sam Knipper

Chief Financial Officer

-3-

EX-4.1 — WARRANT DATED JULY 22, 2026

EX-4.1

Filename: ea029909301ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES AS TO

WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF

ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND

THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED

BY SUCH SECURITIES.

COMMON STOCK

PURCHASE WARRANT

CHANGE AGENTS CORPORATION

Warrant Shares: 925,925

Date of Issuance: July 22, 2026 (“Issuance

Date”)

This COMMON

STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hudson Global Ventures, LLC, a Nevada limited

liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject

to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (as defined

in the Purchase Agreement) (the “Initial Exercise Date”), to purchase from CHANGE AGENTS CORPORATION, a Delaware corporation

(the “Company”), 925,925 shares of Common Stock (the “Warrant Shares”) (whereby such number may

be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This

Warrant is issued by the Company to the Holder as of the Issuance Date, pursuant to the equity purchase agreement entered into on the

Issuance Date by and among the Company and the Holder (the “Purchase Agreement”).

Capitalized terms

used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant

or in Section 16 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.01, subject to adjustment as

provided herein (including but not limited to cashless exercise). “Exercise Period” shall mean the period commencing on the

Initial Exercise Date and ending on 5:00 p.m. eastern standard time on the date that is five (5) years after the Initial Exercise Date;

provided, however, that if (i) the Holder delivers the Buyout Notice (as defined in the Purchase Agreement) (the “Buyout Notice”)

as set forth in Section 6.2 of the Purchase Agreement and (ii) the Company pays the Buyout Amount (as defined in the Purchase Agreement)

to the Holder within three (3) Trading Days of the date of the Buyout Notice, then this Warrant shall be extinguished and redeemed in

its entirety. Notwithstanding anything to the contrary in this Warrant, upon the first occurrence of the Common Stock being deemed to

be a “penny stock” as defined in SEC Rule 240.3a51-1 on or after the Issuance Date (the “Trigger Date”), this

Warrant shall no longer be exercisable into Common Stock as of the Trigger Date.

1. EXERCISE OF WARRANT.

(a)

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised

in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit

A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required

to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of

a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading

Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company

or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable

Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate

Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by

wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided),

the Company shall (or direct its transfer agent to) issue and deliver by overnight courier to the address as specified in the Exercise

Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of

shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic

format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes

to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the

date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and

the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired

upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and

at its own expense, issue a new Warrant (in accordance with Section 7) representing the right to purchase the number of Warrant Shares

purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant

is exercised.

If the Company fails

to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date,

then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies

at law, under this Warrant, or otherwise.

If the Market

Price of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares pursuant to

a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any

portion thereof remaining unexercised) by delivery of an Exercise Notice, in which event the Company shall issue to Holder a number of

Common Stock computed using the following formula:

X = Y (A-B)

Where X = the number of Shares to be issued to Holder.

Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such

calculation).

A = the Market Price

(at the date of such calculation).

B = Exercise Price

(as adjusted to the date of such calculation).

(b)

No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment

pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining

whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance

of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction

a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of

this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to

the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder

(together with the Holder’s Affiliates), and any other Persons acting as a group together with the Holder or any of the

Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial

Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially

owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this

Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would

be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its

Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities

of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise

analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in

accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the

Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a

determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act

and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding

shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the

Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public

announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth

the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading

Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of

outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the

Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of

outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of

shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this

paragraph shall apply to a successor holder of this Warrant.

(d)

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available

to the Holder, if the Company fails to cause the Company’s transfer agent to deliver to the Holder the Warrant Shares in accordance

with the provisions of this Warrant (including but not limited to Section 1(a) above pursuant to an exercise on or before the respective

Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or

otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the

Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall

(A) pay in cash to the Holder, within one (1) Business Day of Holder’s request, the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of

(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times

(2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either

reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such

exercise shall be deemed rescinded) or deliver to the Holder within one (1) Business Day of Holder’s request the number of shares

of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For

example, if the Holder purchases, or effectuates a cashless exercise hereunder for, Common Stock having a total purchase price of $11,000

to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase

obligation of $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000.

The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request

of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available

to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect

to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms

hereof.

ADJUSTMENTS. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment

from time to time as set forth in this Section 2.

(a) Stock

Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the Issuance

Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a

distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock

dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of

shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of

Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator

shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i)

of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive

such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective

immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph

occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be

adjusted appropriately to reflect such event.

(b)

[Reserved].

PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

(a)

[Reserved]

(b) Fundamental

Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in

writing all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in the Purchase

Agreement) in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance

satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the

Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in

form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares of

capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to

any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the

exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock

pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of

capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to

the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental Transaction, the Successor Entity shall

succeed to, and be substituted for (so that from and after the date of the applicable Fundamental Transaction, the provisions of

this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor

Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this

Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be

issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction, in lieu of the

shares of Common Stock (or other securities, cash, assets or other property issuable upon the exercise of this Warrant prior to the

applicable Fundamental Transaction, such shares of publicly traded common stock (or its equivalent) of the Successor Entity

(including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental

Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any

limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the

foregoing, and without limiting Section 1(c) hereof, the Holder may elect, at its sole option, by delivery of written notice to the

Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition to

and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which

holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of

Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will

thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable

Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash,

assets or other property issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock,

securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the

Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been

exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this

Warrant) (the “Corporate Event Consideration”). Provision made pursuant to the preceding sentence shall be in a form and

substance reasonably satisfactory to the Holder.

(c)

[Reserved]

(d)

Application. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions

and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations

on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Beneficial Ownership Limitation,

applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this

Warrant (or any such other warrant)).

NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its articles of incorporation, bylaws

or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,

or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all

times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.

Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable

upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate

in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this

Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, two (2)

times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights

represented by this Warrant (without regard to any limitations on exercise).

WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity

as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company

for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder

of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action

(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice

of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it

is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as

imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of

the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6,

the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally,

contemporaneously with the giving thereof to the stockholders.

7. REISSUANCE.

(a)

Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms

as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),

issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

(b)

Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,

such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant

which is the same as the Issuance Date.

TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit

of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of

the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed

written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall

be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable

rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in

whole or in part, without the need to obtain the Company’s consent thereto.

NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall

be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt

written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such

adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any

dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities

directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders

of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,

provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided

to the Holder.

10.

DISCLOSURE. Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance

with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute

material, non-public information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York

city time on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information

on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information

relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or

immediately upon receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or

notification from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information

contained in the notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing

contained in this Section 10 shall limit any obligations of the Company, or any rights of the Holder, under the Purchase Agreement.

11.

ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or

agent of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the

Company or (b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure

agreement signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence

of such an executed, written non-disclosure agreement and subject to compliance with any applicable securities laws, the Company acknowledges

that the Holder may freely trade in any securities issued by the Company, may possess and use any information provided by the Company

in connection with such trading activity, and may disclose any such information to any third party.

12.

AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and

either retroactively or prospectively) only with the signed written consent of the Company and the Holder.

13. ARBITRATION

OF CLAIMS; GOVERNING LAW; AND VENUE. The Company and Holder shall submit all Claims (as defined in Exhibit C of the Purchase

Agreement) (the “Claims”) arising under this Warrant or any other agreement between the parties and their affiliates or

any Claim relating to the relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in

Exhibit C of the Purchase Agreement (the “Arbitration Provisions”). The Company and Holder hereby acknowledge and agree

that the Arbitration Provisions are unconditionally binding on the Company and Holder hereto and are severable from all other

provisions of this Warrant. By executing this Warrant, Company represents, warrants and covenants that Company has reviewed the

Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands

that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees

to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the

foregoing representations. The Company acknowledges and agrees that Holder may rely upon the foregoing representations and covenants

of the Company regarding the Arbitration Provisions. This Warrant shall be construed and enforced in accordance with, and all

questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal

laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State

of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of

Nevada. The Company and Holder consent to and expressly agree that the exclusive venue for arbitration of any Claims arising under

this Warrant or any other agreement between the Company and Holder or their respective affiliates (including but not limited to the

Transaction Documents) or any Claim relating to the relationship of the Company and Holder or their respective affiliates shall be

in the State of Nevada. Without modifying the Company’s and Holder’s obligations to resolve disputes hereunder pursuant

to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding

the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other agreement

between the Company’s transfer agent and the Company, such litigation specifically includes, without limitation any action

between or involving Company and the Company’s transfer agent under the Transfer Agent Instruction Letter (as defined in the

Purchase Agreement) or otherwise related to Holder in any way (specifically including, without limitation, any action where Company

seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing

shares of Common Stock to Holder for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive

personal jurisdiction of any state or federal court sitting in the State of Nevada, (ii) expressly submits to the exclusive venue of

any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any

action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer

agent from issuing shares of Common Stock to Holder for any reason) outside of any state or federal court sitting in the State of

Nevada, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any

other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the

suit, action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein (i) shall limit,

or shall be deemed or construed to limit, the ability of the Holder to realize on any collateral or any other security, or to

enforce a judgment or other court ruling in favor of the Holder, including through a legal action in any court of competent

jurisdiction, or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 15 of this Warrant. The

Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and

venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction of any such court, and any

claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding

is improper (including but not limited to based upon forum non conveniens). THE

COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE

HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably

waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this

Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via

registered or certified mail or overnight delivery (with evidence of delivery) to the Company at the address in effect for notices

to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof.

Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The

prevailing party in any action or dispute brought in connection with this Warrant or any other agreement, certificate, instrument or

document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and

costs. If any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability

shall not affect the validity or enforceability of the remainder of this Warrant in that jurisdiction or the validity or

enforceability of any provision of this Warrant in any other jurisdiction.

14. ACCEPTANCE.

Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained

herein.

15.

DISPUTE RESOLUTION.

(a)

Submission to Dispute Resolution.

(i)

Notwithstanding anything to the contrary in this Warrant, in the case of a dispute relating to the Exercise Price, the Closing

Sale Price, the Closing Bid Price, or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may

be) (including, without limitation, a dispute relating to the determination of any of the foregoing) (the “Warrant Calculations”),

the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company,

within two (2) Trading Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time

after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such

determination or calculation within two (2) Trading Days following such initial notice by the Company or the Holder (as the case may be)

of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, submit the dispute to an independent,

reputable investment bank or independent, outside accountant selected by the Holder (the “Independent Third Party”), and the

Company shall pay all expenses of such Independent Third Party.

(ii)

The Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered

in accordance with the first sentence of this Section 15(a) and (B) written documentation supporting its position with respect to such

dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the

Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately

preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood

and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission

Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives

its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such dispute

and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such

Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder

or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver or submit any

written documentation or other support to such Independent Third Party in connection with such dispute, other than the Required Dispute

Documentation.

(iii)

The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the

Company and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline.

The fees and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution

of such dispute shall be final and binding upon all parties absent manifest error.

(b)

Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 15 constitutes an agreement to

arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under the Nevada

Rules of Civil Procedure (“NRCP”) and that the Holder is authorized to apply for an order to compel arbitration pursuant

to the NRCP in order to compel compliance with this Section 15, (ii) a dispute relating to the Warrant Calculations includes, without

limitation, disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 2 of this

Warrant, (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, and (C) whether any issuance

or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale, (iii) the terms of this Warrant

and each other applicable Transaction Document shall serve as the basis for the selected Independent Third Party’s resolution of

the applicable dispute, such Independent Third Party shall be entitled (and is hereby expressly authorized) to make all findings, determinations

and the like that such Independent Third Party determines are required to be made by such Independent Third Party in connection with

its resolution of such dispute (including, without limitation, determining (A) whether an issuance or sale or deemed issuance or sale

of Common Stock occurred under Section 2 of this Warrant, (B) the consideration per share at which an issuance or deemed issuance of

Common Stock occurred, and (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed

issuance or sale, and in resolving such dispute such Independent Third Party shall apply such findings, determinations and the like to

the terms of this Warrant and any other applicable Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion,

shall have the right to submit any dispute described in this Section 15 to any other jurisdiction provided for in Section 13 of this

Warrant in lieu of utilizing the procedures set forth in this Section 15, and (v) nothing in this Section 15 shall limit the Holder

from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described

in this Section 15).

16.

CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a)

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled

by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a

Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of

directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(b)

“Bloomberg” means Bloomberg, L.P.

(c)

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the State

of Nevada are authorized or required by law to remain closed; provided, however, for

clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”,

“shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure

of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including

for wire transfers) of commercial banks in the State of Nevada generally are open for use by customers on such day.

(d)

“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its,

direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or

reclassification of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such reorganization,

recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded

securities and, directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities

with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation)

of such entity or entities) after such reorganization, recapitalization or reclassification, (iii) pursuant to a migratory merger effected

solely for the purpose of changing the jurisdiction of incorporation of the Company or any of its Subsidiaries or (iv) bone fide arm’s

length acquisitions by the Company with one or more third parties as long as holders of the Company’s voting power as of the Issuance

Date continue after such acquisition to hold publicly traded securities and, directly or indirectly, are, in all material respects, the

holders of at least 51% of the voting power of the surviving entity (or entities with the authority or voting power to elect the

members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such acquisition.

(e) “Closing

Bid Price” and “Closing Sale Price” means, for any security as of any date, (i) the last closing bid

price and last closing trade price, respectively, for such security on the Principal Market, as reported by Quotestream or other

similar quotation service provider designated by the Holder, or, if the Principal Market begins to operate on an extended hours

basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time,

as reported by Quotestream or other similar quotation service provider designated by the Holder, or (ii) if the foregoing does not

apply, the last trade price of such security in the over-the-counter market for such security as reported by Quotestream or other

similar quotation service provider designated by the Holder, or (iii) if no last trade price is reported for such security by

Quotestream or other similar quotation service provider designated by the Holder, the average of the bid and ask prices of any

market makers for such security as reported by Quotestream or other similar quotation service provider designated by the Holder. If

the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale

Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the

Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in

accordance with the procedures in Section 15. All such determinations to be appropriately adjusted for any stock dividend,

stock split, stock combination or other similar transaction during the applicable calculation period.

(f)

“Common Stock” means the common stock of the Company, $0.00001 par value per share, and any other class of securities

into which such securities may hereafter be reclassified or changed.

(g)

“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire

at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(h)

[Intentionally Omitted].

(i)

“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the

Nasdaq Global Market, Nasdaq Capital Market, or equivalent national securities exchange.

(j)

[Intentionally Omitted].

(k)

[Intentionally Omitted].

(l)

[Intentionally Omitted].

(m)

“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,

Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the

surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all

of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation

S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject

to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that

is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of

Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject

Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock

such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or

exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding

shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation,

a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities,

individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the

outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or

Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding;

or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in

Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify

its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one

or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial

owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,

conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,

reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise

in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common

Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such

Subject Entities as of the date of this Warrant calculated as if any shares of Common Stock held by all such Subject Entities were not

outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock

or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other

transaction requiring other shareholders of the Company to surrender their shares of Common Stock without approval of the shareholders

of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,

the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the

intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity

with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective

or inconsistent with the intended treatment of such instrument or transaction.

(n)

“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and

whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person

or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental

Transaction.

(o)

“Person” and “Persons” means an individual, a limited liability company, a partnership, a

joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department

or agency thereof.

(p)

“Principal Market” shall have the definition set forth in the Purchase Agreement.

(q)

“Market Price” means the highest traded price of the Common Stock during the thirty (30) Trading Days prior

to the date of the respective Exercise Notice.

(r)

“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting

from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental

Transaction shall have been entered into.

(s)

“Trading Day” means any day on which the Common Stock is listed or quoted on its Principal Market, provided,

however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.

* * * * * * *

IN WITNESS WHEREOF, the Company has caused this

Warrant to be duly executed as of the Issuance Date set forth above.

CHANGE AGENTS CORPORATION

/s/ Sam Knipper

Name: Sam Knipper

Title: Chief Financial Officer

EXHIBIT A

EXERCISE NOTICE

(To be executed by the registered

holder to exercise this Common Stock Purchase Warrant)

THE

UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common

Stock (“Warrant Shares”) of CHANGE AGENTS CORPORATION, a Delaware corporation (the “Company”), evidenced by the

attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined

shall have the respective meanings set forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as

(check one):

☐ a cash exercise with respect to Warrant Shares; or

☐ by cashless exercise pursuant to the Warrant.

2. Payment of Exercise Price. If cash exercise is selected

above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $ to the Company in accordance with the

terms of the Warrant.

3. Delivery of Warrant Shares. The Company shall deliver

to the holder Warrant Shares in accordance with the terms of the Warrant.

Date: _______________________

(Print Name of Registered Holder)

By:

Name:

Title:

EX-10.1 — EQUITY PURCHASE AGREEMENT DATED JULY 22, 2026

EX-10.1

Filename: ea029909301ex10-1.htm · Sequence: 3

Exhibit 10.1

EQUITY PURCHASE AGREEMENT

This equity purchase

agreement is entered into as of July 22, 2026 (this “Agreement”), by and between Change Agents Corporation, a Delaware

corporation (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”,

and collectively with the Company, the “Parties”).

WHEREAS, the Parties

desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time

to time as provided herein, and the Investor shall purchase up to Ten Million Dollars ($10,000,000.00) of the Company’s Common Stock

(as defined below);

NOW, THEREFORE, the

Parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.1 DEFINED

TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be

equally applicable to both the singular and plural forms of the terms defined):

“Agreement”

shall have the meaning specified in the preamble hereof.

“Applicable Trading

Amount” shall mean following:

(a) $15,000.00 if the lowest closing price of the Common Stock during the two (2) Trading

Days immediately preceding the respective Put Date is greater than $0.41 but less than or equal to $0.45; or