M&A Transactions

DZS INC. completed a disposition involving Lantronix, Inc. for $6,500,000, less $41,727.60 (closed 2024-12-25).

“corporation (“Lantronix”). Pursuant to the Business Sale Agreement, the Company sold to Lantronix the Company’s industrial internet of things business for a purchase price of $6,500,000, less $41,727.60 (the amount representing 70% of employee entitlements due to transferring employees). --- EX-99.1 (EX-99.1) --- DZS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA”

Knowles Corp completed a disposition involving Syntiant Corp. for $150.0 million in total consideration, consisting of $70.0 million in cash and $80.0 million in series D-2 preferred stock (closed 2024-12-27).

“d, collectively with certain of its wholly owned subsidiaries, “Sellers”), completed the previously announced sale of certain assets and liabilities of the Company’s consumer MEMS microphones business (the “Business”) and the transfer of Business employees to Syntiant Corp., a Delaware corporation (“Buyer”), in accordance with the Purchase and Sale Agreement, dated as of September 18, 2024 (the “Purchase Agreement”, and such transaction, the “Transaction”).”

Pangaea Logistics Solutions Ltd. completed an acquisition involving Strategic Shipping Inc. for 18,059,342 shares of its common stock (closed 2024-12-30).

“Renaissance Holdings LLC, a wholly-owned subsidiary of SSI, and Renaissance Merger Sub LLC, a wholly-owned subsidiary of the Company, the Company issued to SSI an aggregate of 18,059,342 shares of its common stock. Following the consummation of the Transaction, the Company has a total of 64,961,433 shares of common stock issued and outstanding. For additional”

MasterCraft Boat Holdings, Inc. completed a disposition involving RMI Holdings, Inc. for $26.1 million (closed 2024-12-23).

“MasterCraft Boat Company, LLC, a wholly owned subsidiary of MasterCraft Boat Holdings, Inc., completed its previously announced sell of certain real property located in Merritt Island, Florida to RMI Holdings, Inc. for proceeds, net of closing costs, of $26.1 million.”

JAAG Enterprises Ltd. underwent a change of control involving Peng Wu and GuiYing Chang for privately negotiated transaction (closed 2024-12-27).

“On December 27, 2024, Peng Wu and GuiYing Chang acquired a controlling equity stake in JAAG ENTERPRISES LTD. (the "Company") through a privately negotiated transaction.”

MICROPAC INDUSTRIES INC underwent a change of control involving Teledyne Technologies Incorporated for $20.00 per share in cash (closed 2024-12-30).

“completion of the previously announced merger of Micropac with a wholly-owned subsidiary of Teledyne. Under the terms of the merger agreement, Micropac stockholders received $20.00 per share in cash without interest and subject to required withholding taxes. The all-cash transaction valued Micropac at approximately $57.3 million, taking into account”

SPECTRAL CAPITAL Corp completed an acquisition involving Quantomo, OÜ for 2,000,000 common shares of Spectral and 120,000 Euros (closed 2024-12-26).

“corporation (“ Seller ”), whereby the Company agreed to acquire from the Seller, and Seller agreed to sell to the Company, 100% of the Seller’s outstanding shares in exchange for 2,000,000 newly issued shares (the “ Exchange Shares ”) of the Company’s common stock, $.0001 par value (the “ Common Stock ”) and a one-time cash payment of $135,000 or (120,000 Euros).”

Consolidated Communications Holdings, Inc. underwent a change of control involving Searchlight Capital Partners, L.P. for $4.70 per share (closed 2024-12-27).

“held by any person who properly exercised appraisal rights under Delaware law) was automatically cancelled and converted into the right to receive an amount in cash equal to $4.70 per share, without interest (the “ Merger Consideration ”), subject to any withholding of taxes required by applicable law; (b) (i) each share of Company Common Stock held”

T1 Energy Inc. completed an acquisition involving Trina Solar (Schweiz) AG for $100.0 million cash consideration, 15,437,847 shares of common stock, a $150.0 million note and an $80.0 million convertible note (closed 2024-12-23).

“to the Transaction Agreement, among other things, the following occurred: ● Consideration . At the Closing, in consideration for the Purchase, FREYR (i) paid to the Seller $100.0 million cash consideration and (ii) issued to the Seller (a) a $50.0 million repayment of an intercompany loan (together with accrued and unpaid interest); (b) 15,437,847 shares of”

ORASURE TECHNOLOGIES INC completed an acquisition involving Sherlock Biosciences, Inc. for $5 million (closed 2024-12-19).

“by the Company in connection with the Merger pursuant to the Merger Agreement consists of, subject to the terms and conditions of the Merger Agreement: (i) an upfront payment of $5 million (such payment, the “Initial Merger Consideration”), plus certain legal expenses and directors’ and officers’ tail policy insurance costs, (ii) two milestone payments of up to an”

Summit Healthcare REIT, Inc completed a disposition (closed 2024-12-20).

“Summit shall have transferred all of the outstanding membership interests in the Holdco and GA8 Properties to transferee and obtained the release of all guaranties from all three loans with no further obligations.”

Envirotech Vehicles, Inc. completed an acquisition involving Maddox Industries, LLC for 3,100,000 shares of common stock (closed 2024-12-18).

“of the Maddox Acquisition (the “Closing”), the Company purchased all of the issued and outstanding membership interests in Maddox Industries from the Seller in exchange for 3,100,000 shares of the Company’s common stock, par value $0.00001 per share, issued by the Company to the Seller as of the Closing in reliance upon the exemption from registration provided”

Serina Therapeutics, Inc. completed a disposition involving JuvVentures (UK) Limited for assumed approximately $11.2 million of secured debt (closed 2024-12-23).

“with the intent to revert aged or diseased cells to a healthy and functional state. As consideration for the purchase of UniverXome, Juvenescence assumed approximately $11.2 million of secured debt owed by UniverXome to Juvenescence in addition to a nominal cash payment. The debt assumed by Juvenescence was secured by substantially all of the assets of”

Velo3D, Inc. underwent a change of control involving Arrayed Notes Acquisition Corp. for cancellation of $22,382,000.00 in principal amount of the Company’s Senior Secured Notes due 2026 plus $369,303.00 of accrued interest (closed 2024-12-24).

“On December 24, 2024, as a result of the closing of the transactions contemplated by the Exchange Agreement, a change in control of the Company occurred.”

Duckhorn Portfolio, Inc. underwent a change of control involving Marlee Buyer, Inc. for $11.10 (closed 2024-12-24).

“Section 262 of the General Corporation Law of the State of Delaware (collectively, the “ Excluded Shares ”)), was converted into the right to receive an amount in cash equal to $11.10, without interest (the “ Merger Consideration ”), and as of the Effective Time, all such shares are no longer outstanding and were automatically cancelled. Pursuant to the Merger”

American Oncology Network, Inc. completed an acquisition involving Central Georgia Cancer Care, P.C. shareholders for $4.6 million cash, $6.4 million promissory note, and approximately $2.3 million cash for inventories (closed 2024-04-01).

“On April 1, 2024, consolidated subsidiaries of American Oncology Network, Inc. (“AON” or the “Company”) acquired certain clinical and non-clinical assets of Central Georgia Cancer Care, P.C., (“CGCC”) from the CGCC shareholders for consideration consisting of (i) a cash payment in the amount of $4.6 million, (ii) a promissory note in the amount of $6.4 million under which the terms require principal and interest payments in monthly installments over 60 months commencing May 1, 2024, and (iii) a cash payment of approximately $2.3 million for acquired inventories, (the “CGCC Acquisition”).”

LandBridge Co LLC completed an acquisition involving Wolf Bone Ranch Partners LLC for approximately $245.0 million in cash (closed 2024-12-19).

“On December 19, 2024, the Company completed the Acquisition. At the closing, the Company paid approximately $245.0 million in cash, consisting of approximately (i) $200.0 million from the Private Placement and (ii) $45.0 million drawn under the term loan component of its credit facility.”

Neuphoria Therapeutics Inc. underwent a change of control involving Neuphoria Therapeutics Inc. (closed 2024-12-23).

“On December 23, 2024 US time (“Effective Date”), the redomiciliation (“Redomiciliation”) of Bionomics Limited, an Australian corporation (“Bionomics”), was implemented under Australian law in accordance with a Scheme Implementation Agreement (as amended) between Bionomics and Neuphoria Therapeutics Inc., a Delaware corporation (“Neuphoria”).”

Lightstone Value Plus REIT V, Inc. completed an acquisition involving DHIC Rockledge, LLC for approximately $63.8 million (closed 2024-12-19).

“On December 19, 2024, the Company, through LVP Space Coast, completed the acquisition of the Space Coast Apartments from the Seller, an unrelated third party, for approximately $63.8 million, excluding closing and other acquisition related costs.”

Avangrid, Inc. underwent a change of control involving Iberdrola, S.A. for $35.75 per share of Common Stock in cash (closed 2024-12-23).

“subsidiary of Avangrid, and in each case not held on behalf of third parties) was automatically cancelled and ceased to exist and was converted into the right to receive $35.75 per share of Common Stock in cash (the “ Per Share Merger Consideration ”), without interest. Pursuant to the terms and conditions set forth in the Merger Agreement, immediately”

Invest Acquisition Corp underwent a change of control involving Samara Special Opportunities for $1.00 (closed 2024-12-23).

“Islands exempted company (the “Company”) Europe Acquisition Holdings Limited (“Sponsor”), Peter McKellar (“McKellar”) Baroness Ruby McGregor-Smith (“McGregor-Smith”), Pam Jackson (“Jackson”), Laurence Ponchaut (“Ponchaut”) and Adah Almutairi (“Almutairi”) and Samara Special Opportunities, a Cayman Island exempted company (the “Acquirer”) entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which Sponsor, McKellar, McGregor-Smith, Jackson, Ponchaut and Almutairi (collectively, the “Sellers”) have agreed to sell to Acquirer, and Acquirer has agreed to purchase from Sponsor an aggregate of (i) one Class B ordinary share, $0.001 par value per share, (ii) 6,037,499 Class A ordinary shares, $0.001 par value per share, and (iii) 11,690,000 private placement warrants held by the Sellers (collectively, the “Transferred Securities”) for an aggregate purchase price of $1.00 (the”

Cohen & Steers Income Opportunities REIT, Inc. completed an acquisition involving TREA 3010 Bridgepointe Parkway LLC for approximately $127.0 million (closed 2024-12-20).

“the Property Owner completed the purchase of the Property from the Seller on December 20, 2024 for an aggregate purchase price of approximately $127.0 million, subject to closing costs and customary prorations.”

USANA HEALTH SCIENCES INC completed an acquisition involving Hiya Health Products, LLC for $205 million in cash (closed 2024-12-23).

“and delivery of an option termination agreement by such holders. The total consideration paid by USANA for its 78.85% membership interest in the Surviving Company consisted of $205 million in cash, subject to customary closing and post-closing purchase price adjustments in accordance with and subject to the terms and conditions of the Merger Agreement, sourced from”

BED BATH & BEYOND, INC. completed a disposition involving Salt Lake County for $52.0 million (closed 2024-12-20).

“(“Headquarters”), as previously reported on Form 8-K filed September 17, 2024. The sales price for the Headquarters, following inspection of the Buyer and renegotiation, is $52.0 million. The Headquarters had been subject to a loan obtained by the Company from Loancore Capital Markets LLC with an approximate balance amount owed at closing of $34.5 million, which”

Eton Pharmaceuticals, Inc. completed an acquisition involving Ipsen S.A. for $22.5 million at closing, plus an additional $8.7 million for product inventory (closed 2024-12-19).

“to 18-years-old who suffer from severe primary insulin-like growth factor 1 deficiency (SPIGFD). Under the terms of the purchase agreement, the Company acquired Increlex® for $22.5 million at closing, plus an additional $8.7 million for product inventory. The Company will also make payments to seller of $2.5 million on each of the first and second anniversaries of”

Strawberry Fields REIT, Inc. completed an acquisition involving GAHC4 Kansas City MO SNF, LLC, GAHC4 Salisbury MO SNF, LLC, GAHC4 Florissant MO SNF, LLC, GAHC4 Sedalia MO SNF, LLC, GAHC4 Milan MO SNF, LLC, GAHC4 Trenton MO SNF, LLC, GAHC4 Moberly MO SNF, LLC, GAHC4 St. Elizabeth MO SNF, LLC for $87,500,000 (closed 2024-12-19).

“The Company closed on the acquisition of the Facilities on December 19, 2024. At that time, such subsidiaries paid the remainder of the $87,500,000 purchase price”

AEI INCOME & GROWTH FUND XXII LTD PARTNERSHIP completed a disposition involving Grateful Holdings LLC (closed 2024-12-17).

“the Partnership sold a St. Vincent Medical Clinic in Lonoke, Arkansas to Grateful Holdings LLC”

SPECTRAL CAPITAL Corp completed an acquisition involving Verdant Quantum, OÜ for 10,000,000 common shares of Spectral (closed 2024-12-16).

“Asset Purchase of Quantum Nanophotonics Technology On December 16, 2024, the Company entered into a Definitive Acquisition Agreement (“ Agreement ”) with Verdant Quantum, OÜ (“ Verdant ”), an Estonian company and Moshik Cohen, whereby the Company acquired technology owned by Verdant related to plasmonics and quantum nanophotonics for use in the development of devices that significantly accelerate the functional processor speed of classical computers (the “ IP ”).”

Frontdoor, Inc. completed an acquisition involving 2-10 HBW Acquisition, L.P. for $585 million (closed 2024-12-19).

“On December 19, 2024 , pursuant to the previously announced Share Purchase Agreement, dated as of June 3, 2024 (the “ Purchase Agreement ”), by and between the Company, 2-10 HBW Acquisition, L.P., a Delaware limited partnership (“Seller”) and 2-10 Holdco, Inc., a Delaware corporation (“ 2-10 ”) , the Company purchased from Seller all of the issued and outstanding equity interests in 2-10 for aggregate cash consideration of $585 million, subject to certain customary adjustments based on, among other things, the amount of cash, debt, transaction expenses, working capital and regulatory capital in the business of 2-10 as of the closing of the Transaction (collectively, the “ Transaction ”).”

New Mountain Guardian III BDC, L.L.C. underwent a change of control involving NEWCRED for $7.27 per unit (closed 2024-12-17).

“On December 17, 2024, the Company completed its previously announced merger (the “Merger”) with and into NEWCRED, with NEWCRED continuing as the surviving company in the Merger. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding unit of the Company’s limited liability company interests was converted into the right to receive an amount in cash equal to $7.27.”

Banzai International, Inc. completed an acquisition involving ClearDoc, Inc. doing business as OpenReel for $19,600,000 (closed 2024-12-18).

“for one (1) share of Banzai Class A Common Stock at an exercise price of US$0.0001 (the “ Pre-Funded Warrants ”) issued in lieu thereof, in an amount equal to the quotient of $19,600,000 divided by the Conversion Price (as defined in the Merger Agreement) (the “ Merger Consideration ”). The Merger Consideration consisted of an aggregate of 930,558 shares of Banzai”

American Oncology Network, Inc. completed an acquisition involving Central Georgia Cancer Care, P.C. (closed 2024-04-01).

“On April 1, 2024, consolidated subsidiaries of American Oncology Network, Inc. (“AON” or the “Company”) acquired certain clinical and non-clinical assets of Central Georgia Cancer Care, P.C., (“CGCC”) from the CGCC shareholders for consideration consisting of (i) a cash payment in the amount of $4.6 million, (ii) a promissory note in the amount of $6.4 million under which the terms require principal and interest payments in monthly installments over 60 months commencing May 1, 2024, and (iii) a cash payment of approximately $2.3 million for acquired inventories, (the “CGCC Acquisition”).”

AleAnna, Inc. underwent a change of control involving AleAnna Energy, LLC for 65,098,476 shares of a combination of (i) 39,104,076 shares of Surviving PubCo Class A Common Stock and (ii) 25,994,400 shares of Surviving PubCo Class C Common (closed 2024-12-13).

“the surviving company and a wholly-owned subsidiary of HoldCo. The aggregate merger consideration issued to the Company Members immediately prior to the Closing was equal to 65,098,476 shares of a combination of (i) 39,104,076 shares of Surviving PubCo Class A Common Stock and (ii) 25,994,400 shares of Surviving PubCo Class C Common Stock (with one Class C”

ALPHA MODUS HOLDINGS, INC. completed an acquisition involving Legacy Alpha Modus, Corp. for Each share of Legacy Alpha Modus common stock and preferred stock converted into one share of IAC Class A common stock (or IAC Series C Preferred Stock for pref (closed 2024-12-13).

“On December 13, 2024 (the " Closing Date "), Alpha Modus Holdings, Inc., a Delaware corporation (the " Company ") (f/k/a Insight Acquisition Corp. (" IAC ")), consummated the previously announced merger (the " Closing ") pursuant to that certain Business Combination Agreement, dated October 13, 2023”

Nuveen Churchill Private Capital Income Fund completed an acquisition involving Nuveen Churchill Private Credit Fund for $220,977,302 (closed 2024-12-11).

“on NCPCF’s Board. Pursuant to the Purchase Agreement, at the Effective Time (as defined in the Purchase Agreement), the Fund delivered to NCPCF an aggregate purchase price of $220,977,302 (the “Purchase Price”), equal to the net asset value of NCPCF as of December 9, 2024, at which time NCPCF sold, transferred, assigned and conveyed to the Fund substantially all of”

MANGOCEUTICALS, INC. completed an acquisition involving Greenfield Investments, Ltd for 515,000 shares of the Company’s restricted common stock (closed 2024-12-13).

“certain patents owned by Greenfield, related to nutraceutical compositions using fungal compounds derived from mushrooms (collectively, the “ Patents ”), in consideration for 515,000 shares of the Company’s restricted common stock (the “ IP Purchase Shares ”). The IP Purchase Agreement, and the purchase of the Patents, closed on December 13, 2024, upon the”

New Mountain Private Credit Fund completed an acquisition involving New Mountain Guardian III BDC, L.L.C. for $7.27 per unit in cash (closed 2024-12-17).

“at the effective time of the Merger, each outstanding unit of GIII’s limited liability company interests was converted into the right to receive an amount in cash equal to $7.27. The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was”

REGIS CORP completed an acquisition involving Super C Group, LLC d/b/a Alline Salon Group for $19 million in cash and $3 million in common stock (closed 2024-12-19).

“all such franchise agreements. The aggregate purchase price paid for the Acquired Interests under the Purchase Agreement at the closing of the transaction consisted of (a) $19 million in cash payable at closing, subject to certain adjustments and (b) an aggregate of 140,552 shares of the Company’s common stock, $0.05 par value per share (“Common Stock”) issued”

Aptiv PLC underwent a change of control involving shareholders of Aptiv PLC (closed 2024-12-17).

“On December 13, 2024, the Royal Court of Jersey sanctioned the scheme of arrangement between Aptiv PLC (“Aptiv”) and its shareholders (the “Scheme”) the purpose of which was to effect a transaction (the “Transaction”) pursuant to which each shareholder of Aptiv’s ordinary shares, par value $0.01 per share, received ordinary shares, par value $0.01 per share, of Aptiv PLC (f/k/a Aptiv Holdings Limited) (“New Aptiv”) on a one-for-one basis.”

Catalent, Inc. underwent a change of control involving Novo Holdings A/S for $63.50 per share in cash (closed 2024-12-18).

“Company (the “ Common Stock ”), issued and outstanding immediately prior to the Effective Time, was converted automatically into the right to receive an amount in cash equal to $63.50 per share of Common Stock, without interest (the “ Merger Consideration ”). The Company’s directors and executive officers, employees and other service providers held various”

1847 Holdings LLC completed an acquisition involving The CD Trust for $18,750,000 (closed 2024-12-16).

“by the CMD Purchase Agreement was completed. Pursuant to the CMD Purchase Agreement, the Company acquired the CMD Companies for an aggregate purchase price of $18,750,000, consisting of $17,750,000 in cash (subject to adjustments) and $1,000,000 of a promissory note in the principal amount of $1,050,000 (collectively, the “ Purchase Price ”), the”

Silver Capital Holdings LLC underwent a change of control involving Pantheon Silver Holdings LLC for $24.05 per Company Common Unit (closed 2024-12-17).

“Common Units held by the Company or Buyer or any of their respective consolidated subsidiaries, was automatically converted into the right to receive an amount in cash equal to $24.05 per Company Common Unit. In addition, 6,365,614 Company Common Units were issued to Buyer in the Merger and an additional 452 Company Common Units were issued at a price of $22.12”

Legacy Education Inc. completed an acquisition involving Contra Costa Medical Career College, Inc. for $8,000,000 (closed 2024-12-18).

“College (“CCMCC”), located in Antioch, California, pursuant to the execution of its previously announced asset purchase agreement on October 30, 2024 for a purchase price of $8,000,000 . The purchase price is as follows: (i) $6,133,079.84 was paid at closing ($6,600,000 as adjusted for the Estimated Closing Capital), (ii) a promissory note in the principal”

CARLISLE COMPANIES INC completed an acquisition involving PFB Intermediate, LLC for $259,547,682 (closed 2024-12-18).

“On December 18, 2024, Carlisle Companies Incorporated, a Delaware corporation (the “Company”), completed the transaction contemplated by the Securities Purchase Agreement, dated as of October 17, 2024 (the “Agreement”), by and between the Company, PFB Intermediate, LLC, a Delaware limited liability company (the “Seller”), PFB Holdco, Inc., a Delaware corporation (“PFB”), and, solely for purposes of Section 6.6 of the Agreement, PFB Custom Homes Group, LLC, a Delaware limited liability company. Pursuant to the Agreement, the Company acquired from the Seller all of the equity interests of PFB in exchange for cash consideration in the amount of $259,547,682, subject to certain customary purchase price adjustments.”

Winning Catering Group, Inc. completed a disposition involving Century Land Holdings of Texas, LLC for aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.9 million (closed 2024-12-16).

“a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.9 million. The sale of the lots closed on December 16, 2024. The terms underlying the closing of the sale of these lots were agreed to in a Contract for Purchase and Sale and Escrow”

Exousia Bio, Inc. underwent a change of control involving Zhang Shengwu for $335,910 in cash (closed 2024-12-06).

“of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total consideration paid by Mr. Shengwu for the Acquired Shares was $335,910 in cash, $318,410 to Mr. Witmer and $17,500 to Mr. Townsend. In conjunction with the Change-in-Control Agreements, on December 6, 2024, Dwight Witmer resigned as a Director, CEO,”

PALVELLA THERAPEUTICS, INC. underwent a change of control involving Palvella Therapeutics, Inc., a Delaware corporation (closed 2024-12-13).

“On December 13, 2024, the Company completed the Merger in accordance with the terms of the Merger Agreement, pursuant to which, among other matters, subject to the terms and conditions thereof, Merger Sub merged with and into Former Palvella, with Former Palvella surviving as the surviving corporation and a wholly owned subsidiary of the Company.”

Hyperscale Data, Inc. completed a disposition involving Cats Mirror Lake, LLC for $13,000,000 (closed 2024-12-13).

“(the “ Buyer ”) pursuant to a contract of sale, as amended (the “ Sale Agreement ”) entered into by Third Avenue Apartments and the Buyer. The sale price for the property was $13,000,000. The foregoing description of the Sale Agreement, as amended, does not purport to be complete and is qualified in its entirety by reference to the form of Sale Agreement and the”

BlueOne Card, Inc. completed an acquisition involving Millennium EBS, Inc. for $500,000 (closed 2024-12-13).

“exchange (the “ Exchange ”) for 2,100,000 shares of Common Stock of the Company (the “ BCI Shares ”). Subject to a 30-day grace period, the Company will pay to the Shareholder $500,000 within 90 days of closing (the “ Cash Consideration ”). Closing is conditioned upon the filing of Articles of Exchange with the Nevada Secretary of State. On December 13, 2024,”

VerifyMe, Inc. completed a disposition involving Paul Ryan for NZD $1 (closed 2024-12-08).

“On December 8, 2024, VerifyMe, Inc. (the “Company”) and Paul Ryan (the "Buyer"), who previously served as Exec utive Vice President, Authentication Segment, and was employed by Trust Codes Global Limited, a wholly-owned subsidiary of the Company, entered into a Share Sale Agreement (the "Agreement") whereby the Company sold 100% of its equity interest in Trust Codes Global Limited in exchange for aggregate cash consideration of approximately NZD $1.”