Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On November 3, 2025 ("Effective Date"), Ballengee Group, LLC ("Borrower"), a Texas limited liability company and wholly-owned subsidiary of Adapti, Inc. (the "Company"), entered into a revolving loan agreement allowing Borrower to borrow up to $3,000,000 ("Loan Agreement") from Texas Security Bank ("Lender"). As an inducement to enter into the Loan Agreement, Lender required the (i) personal guarantee of James Ballengee and/or his affiliated entities (collectively "Ballengee"), the former owner and manager of the Borrower, and (ii) cross-collateralization of assets owned by Borrower to further secure certain loans in the amount of $2,000,000 made by Lender to 2278 Monitor, LLC, an entity owned by Ballengee ("Monitor Loan"). In connection with the loan to Borrower, Borrower entered into the following agreements: (i) the Loan Agreement, (ii) a promissory note, (iii) a pledge and security agreement, (iv) a cross-default cross collateralization agreement, (v) an assignment of receivables ("Assignment Agreement"), and (vi) a notice of final agreement ("Notice Agreement") (collectively, the "Borrower Loan Documents"). The Company is not a party to or a guarantor of any of the Borrower Loan Documents or the Monitor Loan.

Loan Agreement

Pursuant to the terms of the Loan Agreement, Borrower may draw down up to the maximum amount of Three Million Dollars ($3,000,000) (the "Revolving Loan"), subject to the satisfaction of certain conditions. All amounts outstanding under the Revolving Loan are due and payable on February 28, 2027, or such earlier date as contained in the Loan Agreement. The outstanding loan amounts under the Revolving Loan may not exceed the lesser of (i) $3,000,000 or (ii) 80% the amounts to be received by Borrower pursuant to certain guaranteed contracts (such amount, referred to hereinafter as the "Borrowing Base"). The proceeds from the Revolving Loan are to be used for Borrower's general working capital purposes. The Revolving Loan is subject to standard conditions and negative covenants as well as acceleration of all outstanding loan amounts due under the Revolving Loan upon the occurrence of an "Event of Default", as further described in the Loan Agreement.

Promissory Note

To evidence the amounts advanced by Lender under the Revolving Loan, Borrower entered into a promissory note (the "Note"). The Note accrues interest at a rate equal to the lesser of (i) the Prime Rate plus 0.50% or (ii) the maximum rate allowed under Texas law and has a maturity date of February 28, 2027 ("Maturity Date"). Upon an "Event of Default", as defined in the Loan Agreement and Note, in addition to Lender's right to accelerate all outstanding amounts due under the Note, the Note will accrue interest at the then current interest rate of the Note plus five percent (5.00%), provided that such rate cannot exceed the maximum rate allowed under Texas law.

All accrued but unpaid interest is due and payable in monthly installments beginning on December 1, 2025 and continuing on the first day of each calendar month until the Maturity Date. All principal under the Note is due and payable at the Maturity Date or upon earlier maturity, whether by acceleration or otherwise. Additionally, in the event the principal balance of the Note exceeds the lesser of (i) $3,000,000 or (ii) the Borrowing Base, Borrower must immediately pay such in excess thereof. Borrower is also required to repay in full the outstanding principal balance of the Note, along with all accrued but unpaid interest, annually between July 31 and December 31 of each year and maintain a balance of zero ($0.00) for a period of at least thirty (30) consecutive calendar days during such period.