Change Agents Corporation

This management proposal requests shareholder approval to authorize the potential issuance of common stock under a 36‑month Equity Line of Credit (ELOC) Purchase Agreement with Hudson Global Ventures, LLC that could permit the Company to sell up to $10,000,000 of common stock at a fixed $0.30 per share. The ELOC is structured as a company-directed put facility (the Company can direct Hudson to buy Put Shares), with tiered per-transaction limits tied to recent trading prices and an overall beneficial ownership limit aggregating Put Shares, warrant shares and forbearance shares at 4.99%. The Company also issued a warrant to Hudson and agreed to registration and other covenants and conditions (including DTC/DWAC eligibility and SEC reporting) that are prerequisites to Hudson’s purchases. Because Nasdaq Listing Rule 5635(d) requires shareholder approval for transactions that could issue 20% or more of outstanding shares for less than the Minimum Price, management seeks approval out of an abundance of caution in case the Company’s Minimum Price determination is challenged, even though the fixed $0.30 price exceeded the Minimum Price at signing. Approval would remove practical restrictions under Rule 5635(d) that could otherwise limit the Company’s ability to draw on the facility and would preserve financing optionality for working capital needs. Risks to shareholders include dilution if significant Put Shares are sold, potential downward pressure on the stock price from large future sales or from Hudson’s resale of shares, and customary counterparty and execution conditions that may restrict usage. The board recommends for approval because the facility provides a controlled, flexible financing source and the Company retains discretion over draws and timing; the board emphasizes the ELOC’s conditions and beneficial ownership blocker to mitigate acute dilution and market disruption. Overall, the proposal is a transaction- and governance-related request to enable an identified financing relationship while seeking stockholder authorization required by Nasdaq rules to avoid future technical constraints.

This proposal asks shareholders to approve the shares issuable upon exercise of a 925,925-share warrant issued to Hudson as part of the ELOC transaction. Under the Purchase Agreement the Company agreed to obtain stockholder approval within 75 days of execution or Hudson may require a $250,000 buyout, which would extinguish the warrant; approval therefore satisfies a contractual timing condition and avoids the buyout. Management also seeks stockholder approval to eliminate any uncertainty about how issuance of the warrant shares would affect the determination of the Minimum Price under Nasdaq Listing Rule 5635(d), thereby preserving the Company’s ability to issue securities without technical limits. The warrant has a nominal $0.01 exercise price, anti-dilution adjustment features and a 4.99% beneficial ownership limitation; it becomes exercisable following the stockholder approval date and expires five years after that date. The board argues approval is necessary to fulfill the Company’s contractual obligations, maintain the financing relationship, and preserve strategic flexibility without triggering the warrant’s redemption/buyout. Shareholders should weigh dilution risk if the warrant is exercised (including very low exercise price and potential resale pressure) against the benefits of retaining the financing option and avoiding immediate cash outflows to buy out the warrant. The board’s unanimous recommendation reflects the view that the costs and risks of rejecting approval (buyout payment, loss of financing optionality, regulatory noncompliance) outweigh the dilution concerns given existing caps and registration commitments. Operationally, approval will also permit the Company to register the ELOC Warrant Shares under the Registration Statement, improving liquidity for the holder and reducing transfer restrictions.

This management proposal requests a blanket, prospective stockholder approval under Nasdaq Listing Rule 5635(d) for future ‘‘20% Issuances’’ that would otherwise require separate shareholder approval if sold for less than the Minimum Price, but only if such issuances conform to a pre-specified set of Nasdaq Parameters. The disclosed parameters cap the maximum shares issuable (250,000,000), maximum warrants issuable (250,000,000), maximum dollar proceeds ($100,000,000), maximum discount to market (80%), set the transaction purpose (working capital), and set a time frame to complete issuances by March 22, 2027. Management is asking for this pre-approval to enable faster execution of potential capital raises without repeating the full Nasdaq approval process for each financing that falls within these bounds, thereby preserving timely access to liquidity. The proposal shifts judgment about future issuance terms to the framework defined by these parameters rather than separate shareholder votes; this can reduce transaction friction but concentrates decision-making flexibility in management subject to the stated caps and disclosure obligations. The board emphasizes that any such issuances remain dilutive to existing stockholders and could materially impair voting power and per-share metrics; the proxy specifically warns of dilution and potential downward pressure on market price. The recommendation to approve is grounded in the Company’s stated need for capital to pursue operations and acquisitions and the desire to preserve optionality within conservative limits. Investors should evaluate whether the caps and limits safeguard shareholder value adequately given the potentially large aggregate issuance authority being requested.

This proposal asks shareholders to pre-approve the issuance of shares that may be issuable upon conversion of a February 11, 2026 promissory note issued to Vanquish Funding Group, Inc. The note carries an original principal of $233,910 (purchase price $207,000), a one-time 12% interest charge, structured repayment installments, and conversion mechanics that, upon an Event of Default, allow conversion at a Conversion Price equal to 75% of a defined Market Price (a 25% discount). The note includes a conversion limitation that would otherwise cap the Company’s obligation to issue conversion shares to 19.99% of outstanding shares absent stockholder approval; Nasdaq Rule 5635(d) also requires shareholder approval for potential 20%+ issuances below the Minimum Price. Management seeks approval to avoid operational and legal constraints on conversion mechanics and to avoid potential penalties or complications that would arise if the Company could not timely deliver conversion shares. The company emphasizes that failure to obtain approval could hinder conversions, increase administrative costs (e.g., needing another meeting), and jeopardize future financings. The Board recommends approval because it believes the requested authority aligns with the Company’s financing arrangements and supports the agreed terms with the lender while noting dilution risk and conversion-based pricing that could be substantially below market at the time of conversion. Investors should weigh the immediate financing benefit and contractual settlement against the potential for material dilution if conversion is exercised at a deep discount following a default.

This management proposal seeks shareholder approval for shares issuable upon conversion of the February 19, 2026 promissory note to Vanquish Funding Group, Inc., which mirrors many terms of the February 11th Note: $233,910 principal (purchase price $207,000), a one-time 12% interest charge, scheduled payments, and default conversion rights. The conversion mechanics provide a Conversion Price equal to 75% of the defined Market Price (a 25% discount), and the note contains both a 4.99% beneficial ownership cap and a limit that prevents conversions that would exceed 19.99% of outstanding stock without shareholder approval. Management is asking for approval to ensure that, if conversion events occur, the Company can issue shares in compliance with Nasdaq Listing Rule 5635(d) rather than face transactional constraints or penalties. The board cites the potential for increased administrative expenses and impairment of future financing if approval is not secured, including the need to obtain approval at a later meeting. The recommendation to approve reflects the Board’s view that honoring the note terms and preserving lender relations are important to the Company’s near-term financing needs, while acknowledging the dilutive effects and low conversion price that could occur upon default. Investors should consider the tradeoff between financing certainty and the risk of conversion-related dilution at times of financial stress.

This proposal requests stockholder approval for the issuance of 360,000 Forbearance Shares to Agile Lending, LLC as consideration under a Forbearance Letter Agreement tied to a Business Loan and Security Agreement dated July 24, 2026. The Business Loan provided $825,000 principal (net proceeds reported as $254,350 after fees and prior loan repayment), a Secured Note and guarantees from subsidiaries, and included restrictive covenants; Agile agreed to forbear enforcement of the prior loan in exchange for the shares and piggyback registration rights. Although the Forbearance Shares on their own do not exceed 20% of outstanding shares, management seeks approval to avoid future aggregation with other issuances within six months that could together exceed the 20% threshold under Nasdaq Rule 5635(d). Approval would eliminate the risk that combined issuances could run afoul of Nasdaq rules and restrict the Company’s financing or forbearance options. The board recommends approval because the issuance is part of a broader financing package that secured immediate liquidity and restructured prior obligations, and approval avoids operational constraints in the near term. Shareholders should recognize the dilution impact of the shares and that the underlying loan carries high implied costs and security interests; however, management positions the action as necessary to preserve access to capital and to document the transaction consistent with Nasdaq requirements.

This management proposal seeks shareholder approval to amend the Company’s certificate of incorporation to increase authorized common shares from 100,000,000 to 125,000,000. Management argues the increase will provide added flexibility to support future financings, acquisitions (including the stated strategic aim of acquiring IVF clinics), equity incentive plan issuances, partnerships, and other corporate activities without the delay and expense of calling additional shareholder votes. The proxy discloses existing outstanding and reserved shares and explains that approval would enable management to act more quickly in capital-raising or strategic transactions. The board cautions that additional authorized shares may be used in ways that dilute existing holders and could, in some cases, have anti-takeover effects even if not intended as such. The Board states it did not propose the amendment to deter takeovers but acknowledges the potential dilutive consequences and the effect on voting power and market perceptions. The board’s unanimous recommendation reflects a view that operational and strategic flexibility is a higher priority at present than the incremental dilution risk, particularly given the Company’s capital needs. Investors should weigh the immediate flexibility and potential to strengthen the balance sheet against the long-term dilution and governance implications of a larger authorized share pool.

This proposal requests shareholder approval for issuance of 300,000 shares to a consultant as consideration under a July 1, 2026 consulting agreement that provides business development, financing advice, and product development consultation. The Company states these consultant shares individually do not exceed the 20% threshold under Nasdaq Rule 5635(d) but could be aggregated with other issuances over a six‑month period, so management seeks approval to avoid any technical aggregation issues that might inhibit future financings or issuances. Approval would regularize the grant and preserve management’s ability to issue compensation shares and complete related transactions without risking noncompliance with Nasdaq rules. The board recommends approval as a routine governance step to document compensation and preserve operational flexibility; it notes dilution risk but frames the issuance as part of normal commercial arrangements to secure advisory services. Investors should consider the economic value received from the consultant against the dilutive effect and the broader share issuances being considered contemporaneously.

This management proposal asks stockholders to approve 600,000 shares issuable to a consultant under an amended July 1 consulting agreement (amended July 30), in exchange for business development, financing and product development consulting. The stated purpose of seeking shareholder approval is to ensure compliance with Nasdaq Listing Rule 5635(d) because the consultant issuance, when aggregated with other near-term issuances, could otherwise create a 20% threshold issue. Management frames the vote as a preventative measure to preserve future financing flexibility and to document consideration paid for services. The board recommends approval, citing the need to avoid a patchwork of separate approvals and potential transactional constraints that might arise if aggregation rules were triggered. Shareholders should evaluate the expected benefit of the consultant’s services compared to dilution and the trend of multiple share issuances the Company is requesting approval for in this meeting. Approving this proposal simplifies capitalization records and helps the Company avoid inadvertent technical violations of Nasdaq rules while recognizing the economic cost to existing holders.

This proposal seeks shareholder approval to issue 750,000 shares to a consultant under a July 30, 2026 consulting agreement for general advisory services. As with the other consultant share proposals, the stated rationale for shareholder approval is to avoid aggregation under Nasdaq Listing Rule 5635(d) that could arise if multiple issuances within a six‑month window combine to exceed the 20% threshold. Management emphasizes that obtaining approval now preserves flexibility to compensate outside advisors and to complete related transactions without subsequent regulatory hurdles. The board recommends approval, noting that the issuance is part of the Company’s efforts to secure advisory resources and that doing so formally avoids potential compliance complications. Investors should weigh the operational benefits of the advisor’s services and anticipated contributions against the dilution from a relatively large single issuance in the context of contemporaneous financing activities.

This management proposal requests approval to issue 200,000 shares to a consultant under an August 1, 2026 consulting agreement in exchange for business development, financing advice, and product development consultation. Management again frames the request as a preventative compliance step so that the consultant shares will not be aggregated with other issuances over a six-month period and inadvertently trigger Nasdaq Rule 5635(d) approval rules. The board recommends approval as a pragmatic governance action to document compensation and preserve financing optionality. While the size of this issuance is smaller than several others being approved at the meeting, it still contributes to overall dilution and should be evaluated in the context of all contemporaneous share issuances. Approval simplifies future operations by removing a potential procedural obstacle to issuing shares for services and forbearance or other commercial arrangements.

This management proposal asks shareholders to grant the Board the authority to adjourn the special meeting to a later date and time if there are not sufficient votes to approve one or more proposals, so that the Company can continue to solicit proxies and attempt to obtain approval. Adjournment authority is a routine but important procedural tool that enables management to gather additional shareholder support without automatically abandoning proposed transactions. The Company notes that, if adjourned for more than 30 days, notice will be provided and other record date consequences may apply; it also explains that the Company may use the adjourned meeting to transact any business associated with the original agenda. The board recommends approval as a pragmatic step to avoid the expense and delay of reconvening separate meetings and to retain flexibility to secure necessary votes for Nasdaq-related approvals. Shareholders should understand that an adjournment does not change the substance of the proposals and that any additional solicitation may involve additional expenses borne by the Company. Approving the adjournment does not obligate the Board to adjourn but gives it the operational option to do so if vote tallies indicate attendance or proxy shortfalls.