SFOR StrikeForce Technologies Inc (QB)

Item 1.01 Entry into a Material Definitive Agreement.

On October 26, 2022, Zerify, Inc. (the “Company”) finalized a Securities Purchase Agreement (the “Agreement”) with Walleye Opportunities Master Fund Ltd., a Cayman Islands company (“Walleye”), whereby Walleye purchased a promissory note of the Company, in the aggregate principal amount of One Million Dollars ($1,000,000) (the “Note”), which is convertible by Walleye into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) upon an Event of Default (as defined therein) in accordance with the terms and conditions set forth therein. The form of Agreement is attached as Exhibit 10.1

On the Closing Date (defined as the date the Company receives the Purchase Price, specifically October 26, 2022), the Company received $800,000 which represented the principal of $1,000,000 less an original issue discount in the amount of $200,000 paid to Walleye. In addition, the Company wired $12,500 from the Purchase Price to cover the Walleye’s legal fees in connection with the transactions contemplated by this Agreement. Walleye received a seven (7) months note, with no interest and, only in the event of a default (after the Maturity Date) of twelve percent (12%) per annum. The Company shall have the right, exercisable on seven (7) Trading Days prior written notice to Walleye, to prepay the outstanding Principal Amount then due under this Note prior to any default. Walleye may demand immediate repayment in the event of a certain events, including a financing. In the event of default, Walleye shall have, as of and after any event of default, the option to cover the outstanding obligation of the Note time 120% at 90% of the lowest VWAP of the Common Stock on the date of the applicable conversion (the “Conversion Date”) or at any point during the four (4) Trading Day period immediately prior to the date of the applicable conversion. The Note is qualified in its entirety pursuant to Exhibit 10.2 filed herein.

In addition, on the Closing Date, Walleye shall receive a five year Fifty Million (50,000,000) common stock purchase warrants, exercisable at $0.01 per share, pursuant to the terms of contained therein, which shall be earned in full as of the Closing Date. This common stock purchase warrant shall have a cashless exercise provision (unless there is a registration statement registering the underlying shares to the common stock purchase warrants). A copy of the form of common stock purchase warrant is attached hereto as Exhibit 4.1.

From the date of this Agreement until the Note is extinguished in its entirety, Walleye shall receive a right of participation and first right of refusal on subsequent financings as described in the Agreement attached hereto as an Exhibit (which expressly excludes proceeds from the current Offering Circular underlying Form 1-A (under Regulation A) currently filed with the Securities and Exchange Commission.

On the Closing Date, through a Security Agreement, dated October 26, 2022, the Company Subsidiaries (specifically BlockSafe Technologies, Inc. and Cyber Security Risk Solutions, LLC) and agreed to guarantee and act as surety for payment of the note, the form of such Security Agreement and Subsidiary Guarantee is attached here to as Exhibit 10.3 and 10.4 respectively.

The Company shall use the proceeds for business development, and not for (i) the repayment of any indebtedness owed to officers, directors or employees of the Company or their affiliates, (ii) any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with the Company’s currently existing operations), (iii) any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company, or (iv) in violation or contravention of any applicable law, rule or regulation.

The above descriptions of the Agreement and related documents do not purport to be complete and are qualified in their entirety by the full text of the document themselves.