NOTE 9 – COMMITMENTS AND CONTINGENCIES

Other than as described below and elsewhere in these notes, the Company had no material commitments as of September 30, 2026.

IBM Parties

Under the Services Agreement and SoW 1 with the IBM Parties (as defined in Note 4) relating to the development of the Company’s digital platform and App, the Company agreed to make scheduled payments totaling $2,134,716 and has been invoiced a further $504,697 for approved change orders and $12,109 of late-payment interest, for total invoices of $2,651,521. Of this amount, $1,817,548 had been paid as of September 30, 2026, leaving approximately $834,000 unpaid. In October 2026, the Company paid $200,000, leaving approximately $634,000 unpaid as of the date of this report. The total estimated cost of the digital platform is approximately $2,700,000. Under a February 2, 2026 Embedded Solution Agreement with International Business Machines Corporation, the Company has minimum cloud services purchase commitments of $500,000 for February 1, 2026 through January 31, 2027 (non-refundable) and $3,300,000 for February 1, 2027 through January 31, 2031, which becomes non-refundable unless terminated by the Company on or before December 31, 2026. $55,291 of cloud services was incurred and $33,553 paid through September 30, 2026. Under the Commitment Agreement, the Company may also be required to pay IBM a performance bonus of 2% to 2.5% of net revenues from its arrangements with IBM, less IBM costs; no amount has been accrued as the Company has not generated revenue.

Executive Employment Agreement

Under the Executive Employment Agreement with the Company’s Chief Executive Officer, effective March 1, 2026, the Company is obligated to pay an annual base salary of $270,000, subject to automatic annual increases of 10%, and a one-time sign-on bonus of $250,000, which remained unpaid and included in accounts payable and accrued expenses – related party at September 30, 2026. The Company also granted the Chief Executive Officer 300,000 restricted stock units (see Note 7).

License and Brand Agreements

The Company is party to a fifteen-year Name and Likeness License Agreement with Darren Cahill (see Note 5) and, effective June 18, 2026, a fifteen-year Name and Likeness License Agreement with AKA Licenses, LLC, a related party, under which the Company is obligated to pay a one-time fee of $250,000 on the earlier of the date the Company raises more than an aggregate of $3,000,000 in additional funding and December 18, 2026, which has not been paid to date. The Company is also party to a five-year Brand Partner Agreement with Stefanie Graf (see Note 7) and a Collaboration and Licensing Agreement with JOOLA.

Other Commitments

Under the USTA Agreement (see below), the Company agreed to provide a fixed number of complimentary subscriptions to its mobile app (“App”), discounted yearly subscriptions to USTA members and coaches, and a fixed percentage of certain net revenues generated through the App during the agreement’s three-year term. The Company has agreed to make payments of $25,000 and $50,000 per year under its agreements with Delphi AI, Inc. (“Delphi”), and pays $6,000 per month under an investor relations letter agreement. In addition, under an Advisor Agreement with Delphi dated May 4, 2026, in consideration for advisory services provided by the Company, the Company received (i) a six-month option, but not an obligation, to invest in Delphi through either a Simple Agreement for Future Equity (SAFE) with a $100,000,000 valuation cap or an investment of up to $250,000, and (ii) the right to receive options to purchase up to 0.55% of Delphi’s common stock on a fully diluted basis, subject to the completion of specified deliverables, vesting criteria and forfeiture provisions. As of September 30, 2026, the Company had not exercised the investment option and no options to purchase Delphi common stock had been granted to the Company. Accordingly, no amounts have been recognized in the condensed financial statements in connection with these rights. In connection with the Trademark Purchase Agreement (see Note 5), the Company agreed to furnish the sellers an aggregate of six VIP tickets to all World Series of Pickleball events during each seller’s lifetime.

On July 23, 2026, the Company granted two consultants warrants to purchase an aggregate of 200,000 shares of common stock (100,000 shares each) at $5.00 per share, with cashless exercise rights, in consideration for services rendered. One warrant is exercisable in full and expires on July 23, 2029; the other expires on July 23, 2031 and is exercisable for up to one-half of the underlying shares prior to July 23, 2027, and in full thereafter.

On July 28, 2026, the Company issued an investor relations firm 20,000 shares of restricted common stock for strategic advisory and investor relations services to be rendered over three months.

On July 24, 2026, the Company issued warrants to purchase 4,500 shares of common stock at an exercise price of $5.00 per share to Nathan Low, the principal of INTE Securities LLC, a FINRA-registered broker-dealer, in connection with $150,000 invested by investors introduced to the Company by INTE. The grant-date fair value of the warrants of $29,132 was accounted for as a direct and incremental cost of the related offering and charged to additional paid-in capital in accordance with SEC Staff Accounting Bulletin Topic 5A during the three months ended September 30, 2026. The Company also incurred a $10,500 cash fee to INTE (7% of the $150,000 invested), which was expensed in general and administrative expenses and was unpaid at September 30, 2026.

On August 4, 2026, the Company announced the launch of its global “Let’s Play” pickleball and padel facilities initiative, through which the Company intends to pursue the acquisition, development and operation of pickleball and padel facilities. As of the date of this Report, the initiative is in the beginning stages of development, and the Company expects that pursuing the initiative will require substantial additional capital. No amounts relating to the initiative are recognized in the accompanying unaudited condensed financial statements.

On August 6, 2026, the Company entered into a Commercial Agreement with United States Tennis Association Incorporated, for itself and on behalf of USTA Coaching, Inc. (collectively, “USTA”, and the Commercial Agreement, the “USTA Agreement”). Pursuant to the USTA Agreement, USTA agreed to provide the Company the use of certain proprietary training content, coaching materials, training methodologies, curricula, coaching philosophies (including the USTA American Development Model for Tennis (ADM)), educational resources, and related materials developed by or on behalf of USTA or licensed thereto (collectively, the “USTA Content”), for use in the Company’s planned App, solely in order to train and fine-tune the App’s AI model solely to (i) direct users of the App in accordance with USTA’s coaching philosophy, including the ADM, and (ii) surface available resources offered by USTA programs, learning management system, and the USTA certification pathway (collectively, the “Permitted Purpose”).

In consideration for agreeing to enter into the USTA Agreement and agreeing to the terms thereof, the Company agreed to make Darren Cahill available to speak at USTA’s Coaches Open event in August 2026, and for Andre Agassi to speak at another USTA Coaching event prior to August 31, 2027; agreed to provide USTA a fixed number of complementary subscriptions to the App, and to provide an agreed upon discount on yearly subscriptions to the App from USTA members and USTA coaches during the term of the agreement; and to share a fixed percentage of net revenues that the Company generates through the App from USTA members and USTA coaches, net of platform and application fees, and adjusted for chargebacks and refunds.

The USTA Agreement has a term of three years, and can be terminated prior to that by either party for cause, provided the non-breaching party provides the other 60 days after written notice of any such event relating to a for cause termination and the non-breaching party does not cure such breach within such 60 day period, and can also be terminated immediately by USTA in the event of (i) the Company’s unauthorized use of the USTA Content, (ii) the occurrence of a material security incident caused by the Company’s failure to comply with its obligations under the agreement; (iii) the Company’s breach of the agreement’s prohibitions on reverse engineering and secondary use of the USTA Content, or (iv) the Company’s breach of its agreement to use commercially reasonable efforts to make the App available to users. Additionally, either party may terminate the agreement upon the other party’s insolvency or entry into bankruptcy.

Registration Payment Arrangements

Under the Registration Rights Agreement entered into in July 2026, the Company may be required to issue additional shares of common stock equal to five percent (5%) of the shares sold to the applicable investors, as liquidated damages and not as a penalty, if specified registration deadlines are not met (see Note 2), as follows:

On July 13, 2026, in connection with the Subscription Agreement entered into in July 2026, the Company entered into a Registration Rights Agreement in favor of the investor (who executed a counterpart thereof in connection with his investment).

Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement to register the resale of the shares sold to such investor on or before the first business day following the date which falls 45 days after the last sale of securities in the offering in connection with the Registration Rights Agreement, and to use commercially reasonable efforts to cause such registration statement to be declared effective as promptly as possible thereafter. Once effective, the Company agreed to keep the registration statement effective until the earlier of (a) the date that all shares covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and (b) three years after the date of the Registration Rights Agreement.

If the Company fails to file the registration statement by the required dates as disclosed above, then the Company is required to promptly issue to each investor, as liquidated damages and not as a penalty, additional shares of common stock equal to five percent (5%) of the shares then held by such Investor subject to such failure to file. If such failure to file continues for a period of thirty (30) days following the initial occurrence thereof, the Company is required to promptly issue to each such investor additional shares of common stock equal to an additional five percent (5%) of the shares then held by such investor which remain subject to such failure for each additional thirty (30) day period during which such event continues; provided, however, that the aggregate number of additional shares of common stock required to be issued to any investor will not exceed fifteen percent (15%) of the shares originally subject to such failure with respect to such investor. The Registration Rights Agreement includes customary representations, indemnification obligations of each party, and other provisions