The Crypto Company entered into a securities purchase agreement with returning investor AJB Capital Investments LLC for a promissory note in the principal amount of $550,000 at a discount of 10% for the gross proceeds of $487,500,on June 26, 2023. The company also paid certain fees and due diligence costs to AJB’s management company and legal counsel. The maturity date of the note is January 23, 2024.

The note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The company also issued to a common stock purchase warrant to purchase 30,000,000 shares of the company’s common stock for a nominal exercise price for $0.00001 per warrant share. The warrant expires on May 3, 2025.

The warrant also includes various covenants of the company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrant. The offer and sale of the AJB Note and Warrant was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.