Azio AI Holdings, Inc., a Delaware corporation, entered into a material definitive agreement on October 21, 2026. The company executed a Revolving Credit Facility Agreement with Azio Corporation, a California corporation, to provide for an unsecured revolving credit facility.

The agreement establishes a loan commitment of up to $2,300,000. This total includes $2,225,000 in Prior Advances that were provided by the Lender prior to the execution of the new agreement. The funds are to be evidenced by an unsecured revolving promissory note.

Under the terms of the agreement, the Company may request loans from the Lender up to the Loan Commitment. The Lender may fund any loan that would cause the aggregate principal balance to exceed the commitment if it provides prior written consent. The maturity date for the facility is the first business day following the one-year anniversary of the Effective Date. All outstanding loans and accrued interest are due and payable on this date.

The Promissory Note will bear interest at a rate of 8.5% per annum. Interest is calculated on a year consisting of 365 or 366 days, as applicable. No payments of interest or principal are due prior to the maturity date. The Company may prepay loans in whole or in part at its discretion, with prepayments allocated first to accrued interest and then to reduce the principal balance.

The Credit Agreement contains customary events of default. If an event of default occurs, the Lender may declare all outstanding loans and interest due and payable. Acceleration is automatic in cases involving bankruptcy or insolvency events. The Company may terminate the agreement at any time with at least three days' written notice, provided all outstanding obligations are repaid. Conversely, the Lender may terminate the agreement by delivering at least 30 days' written notice prior to the effective date.

The agreement includes customary representations, warranties, and covenants. Chi Wei David Shiue, a majority shareholder of the Lender, serves as the Chief Executive Officer and President of Azio Corporation.