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$ADIA .0141 Solid Acquisition »» Acquisition Transaction
On July 11, 2024, Adia Nutrition, Inc., a Nevada corporation (the “Company”), and the owners of Biolete, LLC (“Biolete”), a
privately-held, Florida-based company that manufactures and sells Biolete’s Protein Coffee, entered into a membership interest purchase
agreement (the “Biolete Agreement”), pursuant to which the Companywould acquire 100% ownership ofBiolete. The Company isto issue
a total of 1,750,000 shares of its Series C Preferred Stock at the closing of the Biolete Agreement (See “Designation of Series C Preferred
Stock” below). Company management expects the Biolete Agreement to close in near future and sees no impediment to such closing.
More information about Biolete can be found online at www.biolete.com.
Designation of Series C Preferred Stock
On July 3, 2024, the Company filed with the State of Nevada a Certificate of Designation (the “Certificate of Designation”),
which established a Series C Preferred Stock with the following rights, preferences, powers, restrictions and limitations:
Section 1. Designation, Amount and Par Value. The series of Preferred Stock shall be designated as Series C Preferred
Stock (the “Series C Preferred Stock”) and the number of shares so designated shall be Eighty-Nine Million Nine Hundred
Ninety-Nine Thousand Nine-Hundred Ninety Nine (89,999,999). Each share ofthe Series C Preferred Stock shall have a par value
of $0.001.
Section 2. Fractional Shares. The Series C Preferred Stock may be issued in fractional shares.
Section 3. Voting Rights. Each share the Series C Preferred Stock shall have one (1) vote in all matters requiring
shareholder approval.
Section 4. Dividends. The Series C Preferred Stock shall be treated pari passu with the Company’s common stock, except
that the dividend on each share of Series C Preferred Stock shall be equal to the amount of the dividend declared and paid on each
share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined in Section 6(a).
Section 5. Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, payments to the holders of Series C Preferred Stock shall be treated pari passu with the Company’s common stock,
except that the payment on each share of Series C Preferred Stock shall be equal to the amount of the payment on each share of
the Company’s common stock multiplied by the Conversion Rate, as that term is defined in Section 6(a).
Section 6. Conversion and Adjustments.
(a) Conversion Rate. Each shares of Series C Preferred Stock shall be convertible into four (4) shares of
the Company’s common stock (the “Conversion Rate”).
The Conversion Rate shall not be subject to adjustment by a combination of the outstanding shares of the
Company’s common stock into a smaller number of shares of common stock.
The ConversionRate shall be subject to adjustment by a subdivision ofthe outstanding shares ofthe Company’s
common stock into a greater number of shares of common stock (the “Common Stock Event”) by multiplying the Conversion
Rate then in effect by a fraction: (1) the numerator of which shall be the number of shares of Company common stock issued and
outstanding immediately prior to such Common Stock Event and (2) the denominator of which shall be the number of shares of
Company common stock issued and outstanding immediately after such Common Stock Event.
(b) Partial Conversion. A holder ofshares of Series C Preferred Stock shall have the right to convert, from
time to time, some or all of such holder’s shares of Series C Preferred Stock.
SUPPLEMENTAL INFORMATION — JUL(c) Adjustment for Merger and Reorganization, etc. If there shall occur any reorganization,
recapitalization, reclassification, consolidation or merger (a “Reorganization Event”) involving the Company in which the
Company’s common stock (but not the Series C Preferred Stock) is converted into or exchanged for securities, cash or other
property, then each share of Series C Preferred Stock shall be deemed to have been converted into shares of the Company’s
common stock at the Conversion Rate.
Section 7. Protection Provisions. So long as any shares of Series C Preferred Stock are outstanding, the Company shall
not, without first obtaining the written consent of the holders of a majority the Series C Preferred Stock, alter or change the rights,
preferences or privileges of the Series C Preferred Stock.
Section 8. Waiver. Any of the rights, powers or preferences of the holders of the Series C Preferred Stock may be waived
by the affirmative consent or vote of the holders of at least a majority of the shares of Series C Preferred Stock then outstanding.
Section 9. No Other Rights or Privileges. Except as specifically set forth herein, the holder(s) of the shares of Series C
Preferred Stock shall have no other rights, privileges or preferences with respect to the Series C Preferred Stock.
SIGNATURES
Dated: July 12, 2024.
/s/ Larry Powalisz
Chief Executive Officer
Adia Nutrition, Inc.