On November 3, 2025, OneMeta Inc. (the "Company") entered into definitive note and warrant purchase agreements (the "Purchase Agreements"), dated as of October 31, 2025, with accredited investors (the "Holders") for their purchase of (i) 14% convertible secured promissory notes of the Company in the aggregate original principal amount of $2,000,000 (the "Notes") with a fixed conversion price of $0.08 and (ii) 5-year warrants (the "Warrants") to purchase 6,000,000 shares of the Company's common stock at an exercise price of $0.08 (subject to adjustments) (the "Private Placement"). The Company did not use any placement agent in the Private Placement. The proceeds are being used to repay all amounts outstanding under those certain 14% secured promissory notes and credit card balances to the former President of the Company in the amounts of $917,966 and $408,486, respectively, with the remainder expected to be used for working capital and general corporate purposes.

The Company agreed to repay the principal amount with accrued interest in 36 monthly payments. Interest on the Notes accrues at a rate of fourteen percent (14%) per annum. If the Notes have not been converted or repaid in full, then the principal amount outstanding and all accrued interest is due and payable on October 31, 2028 (the "Maturity Date).

All amounts due under the Notes are convertible at any time after the issuance date, in whole or in part (subject to rounding for fractional shares), at the option of the holders into the Company's common stock at a fixed conversion price, which is subject to adjustment as summarized below. The Notes are initially convertible into the Company's common stock at an initial fixed conversion price of $0.08 per share. This conversion price is subject to adjustment for stock splits, combinations or similar events and anti-dilution provisions, among other adjustments.

The Company may prepay the Notes at any time in whole or in part by providing Holder with at least 30 business days' prior written notice, the expected date of such repayment and the amount to be repaid.

The Notes contain customary events of default including but not limited to: (i) failure to make payments when due under the Notes; and (ii) bankruptcy or insolvency of the Company. If an event of default occurs, then all amounts outstanding shall become immediately due and payable (i) without further notice for an event of default under Section 5(b) of the Notes (bankruptcy) and (ii) upon written notice by Holder after a five business day not to cure for all event of default other than Section 5(b).

The Notes contain certain negative covenants, whereby so longs as the Notes are outstanding, the Company may not take certain actions without the prior written consent of each Holder including, without limitation: (i) create or allow to exist any mortgages, deeds of trust, liens, loans or encumbrances on the property and assets of the Company or its subsidiaries; (ii) incur or agree to incur any debt, contingent or otherwise, other than trade payables incurred in the ordinary course of business, consistent with past practice and (iii) be a party to or agree to be a party to any merger or consolidation, whether or not such merger or consolidation constitutes a Change in Control (as defined in the Notes) or sell, transfer or otherwise dispose of all or substantially all of the Company's assets.

The Company's obligations under the Notes are secured by a security interest in certain property granted by the Company for the benefit of Holders pursuant to the terms of a Security Agreement dated October 31, 2025, between the Company and the Holders (the "Security Agreement") and a Patent Security Agreement dated October 31, 2025, between the Company and Holders (the "Patent Security Agreement").