The Crypto Company entered into a securities purchase agreement for the private placement of convertible promissory note for gross proceeds of $54,250 on March 7, 2023. The transaction will include participation from returning investor, 1800 Diagonal Lending, LLC. The maturity date of the note is March 2, 2024.

The note bears interest at a rate of 10% per annum, and a default interest of 22% per annum. The investor has the option to convert all of the outstanding amounts due under the note into shares of the company's common stock beginning on the date which is 180 days following the date of the note and ending on the later of: (i) the maturity date and (ii) the date of payment of the default amount, as such term is defined under the note. The conversion price under the note for each share of common stock is equal to 65% of the lowest trading price of the company's common stock for the 10 trading days prior to the conversion date.

The company may prepay the note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. Pursuant to the agreement, the company agreed to reimburse the investor for certain fees in connection with entry into the agreement and the issuance of the note. The offer and sale of the note was made in a private transaction exempt from the registration requirements of the Securities Act in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.