Exhibit 10.1

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

July 10, 2025 (“Effective Date”)

1.7 BTC (“Principal Amount”)

The Crypto Company, a Nevada corporation (the “Maker”), promises to pay to the order of THREE MILE CREEK FUTURE LLC or its registered assigns or successors in interest (the “Payee”), the principal sum of 1.7 BTC in either Bitcoin or lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. For the purposes of this Note, “BTC” means Bitcoin, the decentralized digital currency operating on the Bitcoin blockchain protocol, and “BTC Market Value” means the spot price quoted on Coin Market Cap at 11:55:00pm ET rate on BTC at the Effective Date, which has been determined to be $116,795.32.

1. Principal. The principal balance of this Note shall be payable by Maker six months from the Effective Date hereof (the “Maturity Date”). Maker shall have the right at any time and from time to time to prepay, in whole or in part, without premium or penalty, the unpaid principal amount of this Note. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.

2. Interest. No interest shall accrue until the Maturity Date. If this Note is not repaid at the Maturity Date, interest shall accrue or be charged by Payee on the unpaid principal balance of this Note at a rate of ten percent (10%) per annum.

3. Payment at the Maturity Date; Application of Payments.

(a) Repayment. All Principal due under this Note at the Maturity Date shall be due and payable promptly after the Maturity Date upon receipt of the Payee’s notice to Maker specifying the form of repayment (the “Repayment Notice”). The Note can be repaid, at Payee’s choice, in either (1) BTC or (2) cash in the amount corresponding to the BTC Market Value of the outstanding Principal Amount.

(a) Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

4. Events of Default. The occurrence of any of the following shall constitute an event of default, to the extent any amounts under this Note remain outstanding (“Event of Default”):

(a) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(b) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

5. Security Interest and Collateral.

(a) Security Interest. For the purposes of this Note, “Obligations” means all obligations and liabilities (monetary (including post-petition interest, allowed or not) or otherwise) of Maker under this Note. To secure the payment and performance of all obligations under this Note, Maker hereby grants to Payee a continuing security interest in and to any and all property of Maker, of any kind or description, tangible or intangible, real, personal or mixed, wheresoever located and whether now existing or hereafter arising or acquired, including, but not limited to, all property of, or for the account of, Maker now or hereafter coming into the possession, control or custody of, or in transit to, Payee or any agent or bailee for Payee or affiliate of Payee in the Obligations (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all cash, earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of insurance thereon (including without limitation the proceeds of any applicable directors and officers insurance policy). (collectively, the “Collateral”).

(b) Existing Senior Lien. Maker represents and warrants that AJB Capital Investments LLC holds a first priority security interest in all or substantially all of Maker’s assets (the “Senior Lien”). Maker represents that it has obtained, or shall obtain within 30 days of the date hereof, the written consent of the Senior Lien holder to the creation of this security interest, which consent shall provide that the Senior Lien holder agrees to subordinate its lien to Payee’s security interest granted herein.

(c) Default Remedies. Upon the occurrence and during the continuance of any Event of Default, the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee, and Payee shall have all rights and remedies available to a Payee under the Nevada Uniform Commercial Code, including without limitation the right to take possession of the Collateral and to sell, lease, or otherwise dispose of the Collateral at public or private sale.

6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

8. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing; or (ii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

9. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEVADA, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

10. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and the Payee.

12. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

13. Entire Agreement. This Note, the Pre-Funded Warrant Agreement between Maker and Payee executed on the Effective Date and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Maker nor Payee makes any representation, warranty, covenant or undertaking with respect to such matters.

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned on July 16, 2025.

Exhibit 10.2

The Crypto Company

PRE-FUNDED WARRANT AGREEMENT

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON ITS EXERCISE MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Issuance Date: July 10, 2025

The following is a statement of the rights of the holder of this Pre-Funded Warrant Agreement (this “Warrant”) and the conditions to which this Warrant is subject, and to which the Holder hereof, by the acceptance of this Warrant, agrees:

For value received, THREE MILE CREEK FUTURE LLC and its permitted assigns (“Holder”), is entitled to subscribe for and purchase, subject to terms and conditions set forth herein, at any time on or after the date hereof (the “Initial Exercise Date”) up to 77,704,407 shares of the Common Stock, par value $0.001 per share (the “Common Stock”) of The Crypto Company, a Nevada corporation (the “Company”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).

1. Terms of Exercise;

(a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and, on or before the Expiration Date by delivery to the Company of a duly executed PDF or DocuSign copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). The warrant shall be exercised by the cashless exercise procedure specified in Section 2 below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) trading days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) trading day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. For the avoidance of doubt, there is no circumstance that would require the Company to net cash settle the Warrants.

(b) Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.03 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.03 per Warrant Share) shall be required to be paid by the Holder to any person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per Warrant Share shall be $0.03, subject to adjustment hereunder (the “Exercise Price”).

2. Method of Exercise.

(a) The purchase right represented by this Warrant may only be exercised by Holder, in whole or in part, prior to the Expiration Date (as defined herein) by the surrender of this Warrant and the execution and delivery of a Notice of Exercise in the form attached hereto as Exhibit A (“Notice of Exercise”). Upon any valid exercise of the rights represented by this Warrant, certificates for the Warrant Shares so purchased shall be delivered to Holder as soon as practicable or in the case of uncertificated Warrant Shares, the Company’s stock ledger shall be updated to reflect the issuance of such Warrant Shares as soon as practicable. Such exercise shall be deemed to have been made immediately prior to the close of business on the date of surrender of this Warrant and the delivery of the validly executed notice of exercise.

(b) The Holder shall exercise all or a portion of its rights to acquire Warrant Shares without the payment of any additional consideration by surrendering this Warrant to the Company (together with the Notice of Exercise) (i.e., a cashless exercise). The Company shall deliver to the Holder (without payment by the Holder of any cash or other consideration) that number of shares of Common Stock under the following formula:

X = (Y * (A – B)) / A

Where,

X = the total number of vested Warrant Shares to be issued pursuant to the Notice of Exercise.

Y = the total number of vested Warrant Shares the Holder elects to exercise.

A = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

B = the applicable Exercise Price.

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Trading Market” means, the principal securities market on which the Common Stock is then listed or traded.

The parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(b).

3. Adjustment of Exercise Price and Number of Warrant Shares. If, as a result of any distribution (whether in the form of cash, common stock, other securities, or other property), stock split, reverse stock split, recapitalization, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase, or exchange of common stock or other securities of the Company, issuance of warrants or other rights to purchase common stock or other securities of the Company at a de minimis price, or any other similar corporate transaction, change, or event, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Warrant, then the Company shall, in such manner as is equitable, adjust any or all of: (i) the number and class or type of Warrant Shares, and (ii) the Exercise Price. Notwithstanding with foregoing, this Warrant shall not be adjusted solely to prevent ownership dilution or economic dilution resulting from the sale by the Company of equity securities, options, or warrants to purchase equity securities, or securities convertible into equity securities, for a cash investment in an arms-length transaction negotiated by the Company in good faith. Holder shall take the same risks as holders of equity securities of the Company that the value of Company’s equity securities might fall.

4. Notice of Adjustments. Whenever the number of Warrant Shares or Exercise Price shall be adjusted pursuant to Section 3 hereof, the Company shall issue to Holder a certificate signed by its chief executive or financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and a summary of the adjusted terms.

5. Shares Fully Paid; Reservation of Warrant Shares. The Warrant Shares will, upon issuance, be fully paid and nonassessable, and free from all taxes, liens, and charges (other than restrictions on future transfers under applicable federal and state securities laws) with respect to the issue thereof. The Company shall reserve and set aside a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.

6. Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise hereunder, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

7. Purchase and Transferability of Warrant Shares. With respect to any offer, sale, or other disposition of this Warrant or the Warrant Shares, Holder by acceptance hereof agrees to be bound by the restrictions set forth in this Warrant, specifically:

(a) Notwithstanding any provision hereof to the contrary, no exercise of the Warrant into any equity securities of the Company will be made unless the Company determines (acting in a commercially reasonable manner) that such exercise can be made under exemptions from registration or qualification of such exercise under applicable securities laws without the creation of any offering memorandum prescribed by such laws unless at the time of such exercise the Company already has completed such a memorandum and such exercise would be exempt from registration and qualification by, among other things, delivery of such memorandum to Holder.

(b) Holder represents and agrees that this Warrant and the Warrant Shares issuable upon exercise of this Warrant are and will be purchased only for investment, for Holder’s own account, and without any present intention to sell or distribute this Warrant or the Warrant Shares. Holder further acknowledges that the Warrant Shares will not be issued unless the issuance and delivery of the Warrant Shares shall comply with all relevant provisions of law, and other applicable federal and state securities laws and regulations.

(c) Holder acknowledges and agrees that this Warrant and the Warrant Shares have not been and will not be registered under the Act and, accordingly, will not be transferable except as permitted under the various exemptions contained in the Act, or upon satisfaction of the registration and prospectus delivery requirements of the Act, and subject to Section 9 below. Holder further acknowledges and agrees that only the Company may file a registration statement with the Securities and Exchange Commission (“SEC”) and the Company is under no obligation to do so with respect to the Warrant Shares, nor does it have any obligation to file any other disclosure statement with the SEC with respect thereto.

8. Representations of Holder. The Holder represents and warrants that it is acquiring the Warrant and the Warrant Shares solely for its account for investment and not with a view to or for sale or distribution of said Warrant or Warrant Shares or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Warrant Shares the Holder is acquiring is being acquired for, and will be held for, its account only. The Holder understands that the Warrant and the Warrant Shares have not been registered under the Act, on the basis that no distribution or public offering of the securities of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention. The Holder recognizes that the Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Warrant Shares of the Company, or to comply with any exemption from such registration. The Holder is aware that neither the Warrant nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the Warrant Shares, the availability of certain current public information about the Company and the resale following the required holding period under Rule 144. Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy these conditions in the foreseeable future. The Holder understands and agrees that all certificates evidencing the Warrant Shares to be issued to the Holder, if any, may bear the following legend: “The securities represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) or state securities laws, and cannot be offered, sold or otherwise transferred in the absence of registration or the availability of an exemption from registration under the Act, regulations promulgated thereunder, and applicable state securities laws.”

9. Assignment of Warrant. The Holder may not transfer this Warrant or Warrant Shares to a third party without the prior written consent of the Company.

10. Rights as a Stockholder. This Warrant shall not (a) entitle Holder to be deemed a stockholder of the Company for any purpose; (b) confer upon the Holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof; (c) entitle Holder to give or withhold consent to any company action (whether upon any recapitalization, issuance of shares, reclassification of shares, consolidation, merger, conveyance, or otherwise); or (d) entitle Holder to receive notice of meetings or to receive distributions or subscription rights until the Warrant shall have been exercised and the certificates representing the Warrant Shares purchasable upon the exercise hereof shall have been issued, or in the case of uncertificated Warrant Shares, the Company’s stock ledger updated, as provided herein.

11. Reorganization Event.

(a) For purposes of this Warrant, a “Reorganization Event” shall mean (i) any transaction in which all or substantially all of the Company’s assets are acquired, or any transaction in which more than 50% of the Company’s outstanding equity interests acquired, directly or indirectly, by any person other than those persons who are the stockholders of the Company as of the “Issuance Date” of this Warrant; (ii) the dissolution or liquidation of the Company; or (iii) a merger or consolidation which is not within the scope of the transactions described in clause (i) above and in which the Company is not the surviving entity. Notwithstanding the foregoing, “Reorganization Event” shall not include a merger, consolidation, or conversion in which the surviving entity is owned and controlled by substantially the same persons, in substantially the same proportions, as the Company prior to such transaction.

(b) The Company shall provide the Holder with written notice of a Reorganization Event. Such notice shall be given not later than 20 days prior to the stockholders’ meeting called to approve such transaction (if any) or 20 days prior to the closing of such transaction, whichever is earlier. The Company shall also notify the Holder in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the contemplated transaction.

(c) Notwithstanding anything herein to the contrary, the Holder’s right to exercise this Warrant in whole or in part shall automatically be fully exercisable immediately prior to the occurrence of a Reorganization Event, and shall automatically terminate immediately prior to the consummation of a Reorganization Event. To exercise Holder’s Warrant rights immediately prior to the consummation of a Reorganization Event, the Holder must, not later than ten days prior to the closing of such transaction, surrender the Warrant to the Company and deliver a validly executed Notice of Exercise to the Company in the form attached hereto as Exhibit A. The exercise of this Warrant shall be conditioned upon the closing of such transaction, in which event the Holder shall not be deemed to have exercised such Warrant until immediately prior to the closing of such transaction. If the transaction does not occur for any reason, the Company shall promptly return to the Holder this Warrant.

12. Term. Subject to Section 11(c), the term of this Warrant shall be for five years, commencing on the Issuance Date and ending on the fifth anniversary of the Issuance Date, (the “Expiration Date”).

13. Limitations on Exercise to Comply with Nasdaq Rules. Notwithstanding anything to the contrary contained herein, the Company shall not issue any shares of Common Stock upon exercise of this Warrant, and this Warrant shall not be exercisable, to the extent that after giving effect to such issuance, the aggregate number of shares of Common Stock issued pursuant to this Warrant and all other warrants or other securities issued in connection with the same offering or transaction (as defined under Nasdaq Listing Rule 5635(d)) would exceed 19.99% of the Company’s outstanding Common Stock (or voting power) as of the date of issuance of this Warrant (the “Exchange Cap”), unless the Company obtains stockholder approval in accordance with the rules of the Nasdaq Stock Market. The Exchange Cap shall apply in the aggregate to all such securities and shall not be exceeded unless such stockholder approval is obtained.

14. Miscellaneous.

(a) Any provision of this Warrant may be amended, waived or modified upon the written consent of the Company and Holder.

(b) This Warrant shall be governed by the internal laws of the State of Nevada, without regard to principles of conflicts of laws.

(c) Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be modified to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Warrant.

(d) This Warrant may be executed in two or more counterparts, including by electronic signature or scanned copy, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) three days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company and to Holder at such addresses as the Company or Holder may designate by written notice to the other.

(f) This Warrant, the Promissory Note issued by the Company to the Holder as of the date hereof and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Holder makes any representation, warranty, covenant or undertaking with respect to such matters.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the parties have executed this Warrant as of the date of the last party’s signature below.

– Signature Page to Warrant –

EXHIBIT A

NOTICE OF EXERCISE

TO: The Crypto Company

The undersigned hereby elects to purchase __________ shares of Common Stock of The Crypto Company pursuant to the terms of the foregoing Warrant in accordance with its cashless exercise provisions.

Please issue a certificate or certificates representing said securities in the name of the undersigned or in such other name as is specified below:

The undersigned represents that the aforesaid Warrant Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares. In support thereof, the undersigned agrees to execute an investment representation statement in a form reasonably requested by the Company as a condition to the exercise herein noticed.

Exhibit 10.3

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made and entered into effective as of July 1, 2025 (the “Effective Date”), by and between The Crypto Company, a Nevada corporation (the “Company”), and Rafael Furst (the “Consultant”). The Company and Consultant are collectively referred to herein as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Company desires to engage Consultant to provide strategic consulting services in the role of Chief Strategy Officer;

WHEREAS, Consultant has expertise in innovation, technology, and strategic growth, and is willing to provide services to the Company on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

1. ENGAGEMENT AND SERVICES

1.1 Engagement

The Company engages Consultant as an independent contractor to provide innovation and strategic advisory services (the “Services”), including but not limited to:

(a) Advising on the Company’s innovation strategy, product development, and technological initiatives including:

(b) Providing insights and recommendations based on Consultant’s industry expertise and experience;

(c) Facilitating introductions and partnerships at Consultant’s discretion; and

(d) Assisting with the development of Company initiatives as requested by the Company’s executive leadership.

424.228.9955             |             Malibu, CA             |             thecryptocompany.com             |             otc: crcw

1.2 Time Commitment

Consultant shall devote sufficient time, attention, and ability as is reasonably necessary to perform the Services in a timely and professional manner, consistent with the best interests of the Company. Consultant shall not be required to provide exclusive services to the Company; however, Consultant shall not undertake any other engagements that would reasonably be expected to conflict with or materially interfere with Consultant’s obligations to the Company.

1.3 Location

Consultant shall perform the Services at a location of Consultant’s choosing; provided, however, that Consultant shall be reasonably available for in-person or virtual meetings at the request of the Company.

1.4 Reporting

Consultant shall report to the Company’s Chief Executive Officer (CEO) or such other person designated by the Company.

1.5 Standard of Performance

Consultant agrees to perform the Services in a timely, professional, and competent manner, in accordance with applicable laws, industry best practices, and the reasonable instructions of the Company.

2. COMPENSATION

2.1 Compensation

In consideration for the Services, during the Term (as defined below), Consultant shall be compensated at a rate of $25,000 per month for a total compensation of $75,000, due as one aggregate payment on October 1, 2025, payable in cash or, at the Company’s sole discretion, in fully-vested Company Shares at a 25% discount to the average VWAP of the 10 trading days immediately preceding the payment date.

2.2 Restricted Securities

Consultant acknowledges that any Shares issued under this Agreement are “restricted securities” under the Securities Act of 1933, as amended, and may not be sold, transferred, or otherwise disposed of without compliance with applicable federal and state securities laws. The Company has no obligation to register the Shares for resale. Consultant acknowledges that the Company has not made any representation regarding the future value or liquidity of the Shares.

2.3 Reimbursement of Expenses

The Company shall reimburse Consultant for pre-approved, reasonable expenses incurred in the performance of the Services. Consultant must submit receipts and an itemized accounting, and the Company shall process reimbursement within two weeks.

3. CONFIDENTIAL INFORMATION

3.1 Non-Disclosure

Consultant shall not disclose any proprietary or confidential information of the Company during or after the Term of this Agreement without prior written consent, except as required by law. Consultant shall take all reasonable measures to protect the confidentiality of such information and shall not use such information for any purpose other than performing the Services.

3.2 Ownership of Work Product

The Company shall own all right, title, and interest in any inventions, improvements, discoveries, software, and intellectual property developed by Consultant in connection with the Services. Consultant agrees that all such work product shall be deemed “work made for hire” to the extent permitted by law.

3.3 Privacy

Consultant shall comply with all applicable data protection laws and Company policies regarding data security and shall implement appropriate measures to protect any Company data accessed in the course of providing Services.

4. INDEMNIFICATION

Consultant and Company agree to indemnify and hold harmless one another and their affiliates from any losses, claims, damages, or liabilities arising from Consultant’s performance of the Services or this Agreement, except to the extent resulting from gross negligence or intentional misconduct.

5. LIMITATION OF LIABILITY

Except for breaches of Confidentiality or Indemnification obligations, neither Party shall be liable to the other for any indirect, incidental, special, or consequential damages, even if advised of the possibility of such damages.

6. INDEPENDENT CONTRACTOR

Consultant shall perform the Services as an independent contractor and not as an employee, agent, or partner of the Company. Consultant shall have no authority to bind the Company and shall not be entitled to any employee benefits. Consultant is responsible for any applicable taxes related to compensation under this Agreement.

7. TERM AND TERMINATION

7.1 Term

This Agreement shall remain in effect for a period of three (3) months from the Effective Date (the “Term”), unless earlier terminated in accordance with Section 7.2 below. Additionally, the Term may be extended beyond the initial three (3) month period by mutual written agreement. The parties acknowledge and agree that it is their mutual intention to negotiate in good faith and enter into a definitive Employment Agreement that, once executed, shall supersede and replace this Agreement.

7.2 Termination

This Agreement may be terminated at any time prior to the expiration of the Term by mutual written agreement of the parties. Upon execution of a definitive Employment Agreement between the parties, this Agreement shall automatically terminate and be of no further force or effect, except as otherwise expressly provided therein.

7.3 Effect of Termination

Upon termination, unless superseded by an Employment Agreement:

(a) Consultant shall return to the Company all property, documents, and materials belonging to the Company, including but not limited to all materials containing Confidential Information, devices, records, notes, and electronically stored information.

(b) Any vested Shares shall remain Consultant’s property, subject to applicable securities laws and any contractual lock-up provisions.

(c) All unvested equity awards shall be automatically forfeited without further action or compensation.

8. NON-COMPETITION

During the Term and for a period of six (6) months thereafter, Consultant shall not, without prior written consent, directly or indirectly: (i) provide services to or invest in any person or entity engaged in a business competitive with the Company’s operations, or (ii) compete with the Company in an advisory or investment capacity in the cryptocurrency and blockchain sector.

9.NON-SOLICITATION

During the Term and for a period of twelve (12) months thereafter, Consultant shall not directly or indirectly solicit or induce any employee, contractor, or customer of the Company to terminate or alter their relationship with the Company.

10. PUBLIC STATEMENTS; NON-DISPARAGEMENT

Consultant shall not make any public statements or disclosures relating to the Company or this Agreement without the prior written consent of the Company. Consultant also agrees not to disparage the Company, its officers, or affiliates, during or after the Term.

11. MISCELLANEOUS

11.1 Use of Name and Likeness

The Company may use Consultant’s name, likeness, and biography in promotional materials related to the engagement, subject to prior approval.

11.2 Injunctive Relief

Consultant acknowledges that a breach of Sections 3 (Confidential Information), 3.2 (Ownership of Work Product), 8 (Non-Competition), or 9 (Non-Solicitation) may result in irreparable harm to the Company, for which monetary damages may be an inadequate remedy. Accordingly, the Company shall be entitled to seek injunctive relief, without the requirement to post bond, in the event of any such breach.

11.3 No Conflicts

Consultant represents that entering into this Agreement does not conflict with any other contractual or legal obligations.

11.4 Notices

All notices under this Agreement must be in writing and deemed delivered upon personal delivery, email confirmation, or three (3) days after mailing.

11.5 Governing Law and Venue

This Agreement shall be governed by Nevada law, and any legal disputes shall be resolved in the state or federal courts located in Las Vegas, Nevada.

11.6 Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements. Any amendments must be in writing and signed by both Parties.

11.7 Severability

If any provision is held invalid, the remainder of the Agreement shall remain in full force.

11.8 Assignment

Consultant may not assign this Agreement or delegate any of its obligations without the prior written consent of the Company. Any unauthorized assignment shall be null and void.

11.9 Counterparts

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the Effective Date.

Exhibit 99.1

FOR IMMEDIATE RELEASE

Rafe Furst Returns to The Crypto Company as Chief Strategy Officer, Backing Vision with Bitcoin Investment Into The Company

MALIBU, CA – July 22, 2025 (NEWMEDIAWIRE) – The Crypto Company (OTCID: CRCW), a publicly traded blockchain and crypto-focused company, is proud to announce that Rafe Furst, one of the Company’s original founders, has rejoined the Company as Chief Strategy Officer. In addition to taking on this key leadership role, Furst (through a related entity) is investing Bitcoin into the Company.

Beginning with a master’s degree in Artificial Intelligence from Stanford University in 1992, Rafe pivoted from research into the Silicon Valley startup world, eventually founding four innovative companies in Web 1.0 and Web 2.0 before venturing into Web3 with The Crypto Company. Rafe brings decades of experience at the intersection of emerging technology, systems design, and strategic venture building. His return signals a renewed focus on long-term innovation and growth for TCC.

“Having Rafe back is more than symbolic—it’s catalytic,” said Ron Levy, CEO of The Crypto Company. “He brings a rare mix of technical fluency, entrepreneurial track record, and deep crypto-native insight. His personal investment underscores his conviction that TCC is uniquely positioned in the next wave of blockchain and crypto adoption.”

Furst is also known for his work in early-stage venture capital and has been an early investor in dozens of companies, helped pioneer equity crowdfunding, and authored influential essays on decision theory and decentralized systems. Furst was the initial seed capital investor in one of the largest online poker sites in the world.

Furst has also recently published a #1 Amazon Bestseller, The Future of Venture Capital (foreword by Tim Draper). He is also a World Series of Poker Champion—an achievement that mirrors his disciplined, probabilistic approach to business strategy. In his new role, Furst will define and lead the implementation of the Company’s crypto treasury strategy. “Returning to The Crypto Company feels like picking up a conversation that never ended,” said Furst. “I believe we’re approaching a convergence point—where blockchain, crypto, and AI will redefine how capital and value are formed and allocated globally, not just in the private markets but in the public markets as well. I’m excited to help TCC become a bridge between these two worlds.”

Furst’s investment of Bitcoin into The Crypto Company echoes his original investment of Bitcoin into the Company at its formation in 2017. “It feels like I’ve come full circle, with renewed energy and excitement about the crypto industry and TCC’s rightful place in it,” said Furst, reflecting growing internal confidence in TCC’s roadmap and mission-driven approach to building in the blockchain space.

About The Crypto Company

The Crypto Company (TCC) brings together sophisticated operating entities, Web3 assets, education and training under one roof. TCC was one of the first public companies (2017) to implement a crypto treasury strategy. As a leader in Web3 solutions, TCC creates synergies between traditional finance and the decentralized economy.

Contact information:

The Crypto Company

Phone 424-228-9955

Email: [email protected]

www.thecryptocompany.com

View the original release on www.newmediawire.com

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