Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2025, Crisp Momentum Inc. (the "Company") entered into a Senior Advisor Agreement (the "Advisory Agreement") with Holiday House Productions, LLC (the "Advisor") pursuant to which the Advisor has agreed to provide the Company with strategic advisory services relating to content strategy, production, distribution, and other business matters. Under the Advisory Agreement, the Advisor will, among other things, deliver foundational content strategy and guidance on IP acquisition and production partner selection; provide strategic support for production teams and expansion of the Company's content library; and advise on performance-based content curation.

As compensation for the services under the Advisory Agreement, the Advisor will receive a warrant (the "Warrant") to purchase shares equal to ten percent (10%) of the Company's fully diluted share capital as of the grant date, as certified by an officer of the Company.

On January 16, 2026, the Board approved the grant date and issued the Warrant. Pursuant to the terms of the Advisory Agreement and the Warrant, the Warrant will have an exercise price of $0.0079135 per share (or such higher amount as may be required to comply with applicable law) and a term of ten (10) years from the grant date. The Warrant vests over an eighteen (18) month period, with a portion vesting on the grant date for prior services and the remainder vesting in substantially equal monthly installments thereafter, subject to the Advisor's continuous provision of services through each vesting date. Upon termination of services, any unvested portion of the Warrant is forfeited and any vested portion remains outstanding and exercisable for the remainder of its term. The Warrant is subject to customary equitable adjustments for stock splits, reverse splits, stock dividends, recapitalizations and similar corporate actions, and does not provide anti-dilution or price protection rights. If a change in control occurs while the Advisory Agreement is in effect and the Advisor's services are terminated by the Company without cause (or the Advisor resigns for good reason within twelve (12) months thereafter), vesting of the Warrant will accelerate immediately prior to such termination with respect to the then-unvested portion of the Warrant that was scheduled to vest during the remaining term of the Advisory Agreement.

The Advisory Agreement has an initial term of eighteen (18) months and automatically renews for successive twelve (12) month periods unless either party provides thirty (30) days' written notice of non-renewal. The Company may terminate for convenience on fifteen (15) days' written notice, or for cause (which may be immediate or subject to a cure period depending on the nature of the breach).

The foregoing descriptions of the Advisory Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which are filed as exhibits to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 regarding the issuance of the Warrant is incorporated by reference into this Item 3.02. The issuance was made in reliance on an exemption from registration under the Securities Act of 1933, as amended, including Section 4(a)(2) and/or Regulation D (Rule 506(b)), as a transaction not involving a public offering.