On September 17, 2026, Eva Live Inc. (the "Company") entered into an Equity Purchase Agreement (the "Purchase Agreement") with Hudson Global Ventures, LLC, a Nevada limited liability company (the "Investor"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

 

Pursuant to the Purchase Agreement, upon the terms and subject to the conditions set forth therein, the Company has the right, but not the obligation, to direct the Investor to purchase, from time to time during the Commitment Period, shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock"), having an aggregate purchase price of up to $10,000,000 (the "Maximum Commitment Amount"). The purchase price for shares sold pursuant to a Put Notice will be $2.00 per share, subject to adjustment for any stock dividend, stock split, stock combination, rights offering, reclassification or similar transaction that proportionately decreases or increases the number of outstanding shares of Common Stock (the "Purchase Price").

 

Under the Purchase Agreement, each Put Notice must be for a minimum amount of $15,000, calculated using the Purchase Price, and may not exceed the lesser of (a) 200% of the Average Daily Trading Value or (b) the Applicable Trading Amount, in each case as more fully described in the Purchase Agreement. The Company may not deliver a Put Notice to the Investor during the period beginning on the Put Date of the immediately prior Put Notice and continuing through the date that is three (3) Trading Days following the Clearing Date associated with the immediately prior Put Notice, subject to certain waiver provisions set forth in the Purchase Agreement.

 

The Company is not permitted to issue or sell shares under the Purchase Agreement in excess of 7,994,828 shares of Common Stock, subject to adjustment as provided in the Purchase Agreement (the "Exchange Cap"), unless Shareholder Approval is obtained in accordance with Nasdaq Rule 5635(d). The Investor’s obligation to purchase shares is also subject to additional conditions, including, among others, the effectiveness of a registration statement covering the resale of the shares, continued listing and trading of the Common Stock, DWAC eligibility, no DTC chill, compliance with SEC reporting requirements, the Common Stock not being deemed a "penny stock," and applicable Beneficial Ownership Limitation.

 

In connection with the Purchase Agreement, the Company also entered into a Registration Rights Agreement, dated as of September 17, 2026, with the Investor (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company agreed to file, within thirty (30) calendar days from the date of the Registration Rights Agreement, an initial registration statement covering the resale by the Investor of the maximum number of registrable securities permitted to be included thereon under applicable SEC rules, regulations and interpretations, beginning with the shares issuable upon exercise of the Warrant described below.

 

In connection with the Purchase Agreement, the Company issued to the Investor a Common Stock Purchase Warrant, dated September 17, 2026 (the "Warrant"), to purchase 275,000 shares of Common Stock, subject to adjustment as provided in the Warrant. The Warrant has an exercise price of $0.01 per share, is exercisable beginning on September 17, 2026, and terminates at 5:00 p.m. Eastern time on September 17, 2031. The Warrant may be exercised on a cashless basis if the Market Price of one share of Common Stock is greater than the exercise price. The Warrant also provides that it will no longer be exercisable into Common Stock upon the first occurrence of the Common Stock being deemed a "penny stock" as defined in SEC Rule 240.3a51-1 on or after September 17, 2026. The Warrant is subject to a 4.99% Beneficial Ownership Limitation. Issuances under the Warrant are also subject to the Exchange Cap unless Shareholder Approval is obtained.