Fourth Wave Energy, Inc. announced that it has entered into a Series B preferred stock purchase agreement with 1800 Diagonal Lending LLC on commercially reasonable efforts for a private placement of an additional 78,750 shares of Series B Preferred Stock for a gross proceeds of $78,750 on August 23, 2022. Each share of Series B Preferred Stock will carry an annual dividend in the amount of 8% which shall be cumulative, payable solely upon redemption, liquidation or conversion. The Company paid $3,750 to the Investor and its counsel for legal and due diligence fees.

Subject to the satisfaction of the conditions the date and time of the issuance and sale of the Series B Shares pursuant to this Agreement shall be on or about August 24, 2022, or such other mutually agreed upon time. Pursuant to the Purchase Agreement, the Investor may convert all or a portion of the outstanding Series B Preferred Stock into shares of the Company's Common Stock beginning on the date which is 180 days after the issuance date of the Series B Preferred Stock into Common Stock; provided, however, that the Investor may not convert the Series B Preferred Stock to the extent that such conversion would result in beneficial ownership by the Investor and its affiliates of more than 4.99% of the Company's issued and outstanding Common Stock. The Company will have the right, at the Company's sole option, provided that an event of default has not occurred, to redeem all or any portion of the shares of Series B Preferred Stock, exercisable on not more than 3 Trading Days prior written notice to the holders of the Series B Preferred Stock, in full.

If the Company redeems the shares of Series B Preferred Stock within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 120%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Series B Preferred Stock, then such redemption premium is 125%. After the 180th day following the issuance date, there shall be no further right of optional redemption.