On December 1, 2023, Visium Technologies, Inc. entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor pursuant to which the Lender made a loan to us, evidenced by promissory note in the principal amount of $57,500 (the ?Note?). An original issue discount of 15% ($7,500) was applied on the issuance date, and the Company reimbursed the Investor for expenses for legal fees and due diligence of $5,000, resulting in net loan proceeds of $45,000. In addition, a one-time interest charge of 15% ($8,625) was applied on the issuance date.

Accrued, unpaid Interest and outstanding principal, subject to adjustment, is required to be paid in nine (9) payments; the initial six (6) payments in the amount of $9,000.00; the seventh (7th) payment in the amount of $6,000.00; and the final two (2) payments in the amount of $3,062.50 (a total payback to the Holder of $66,125.00). The loan closed on December 5, 2023. The Company has the right to prepay the Note at any time with no prepayment penalty.

Following a default, the Lender may in its option, convert the outstanding principal and interest on the Note into shares of common stock at a conversion price per share equal to 58% of the lowest trading price for the common stock during the twenty (20) trading days prior to the conversion date. agreed to reserve a number of shares of common stock equal to 6 times the number of shares of common stock which may be issuable upon conversion of the Note at all times. The Note provides for standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets.

The interest rate on the Note increases to 22% upon the occurrence of an event of default. The Note also contains customary positive and negative covenants. The Note includes penalties and damages payable to the Lender in the event do not comply with the terms of the Note, including in the event do not issue shares of common stock to the Lender upon conversion of the Note within the time periods set forth therein.

Additionally, upon the occurrence of certain defaults, as described in the Note, are required to pay the Lender liquidated damages in addition to the amount owed under the Note.