M&A Transactions

AssetMark Financial Holdings, Inc. underwent a change of control involving GTCR Everest Borrower, LLC and GTCR Everest Merger Sub, Inc. (affiliates of GTCR) for $35.25 per share in cash (closed 2024-09-05).

“Time (other than shares held by any holder who is entitled to appraisal rights and has properly exercised such rights under Delaware law) was converted into the right to receive $35.25 in cash, without interest thereon and less applicable withholding taxes (the “ Merger Consideration ”). Pursuant to the Merger Agreement, at the Effective Time: (i) each (1)”

Hubilu Venture Corp completed an acquisition involving Jun Heasup Cho, Trustee for $760,000 (closed 2024-08-30).

“(“the Roosevelt Agreement”) with Jun Heasup Cho, Trustee (“Property Seller”) to acquire real property located at 1659 Roosevelt Avenue in Los Angeles. The acquisition for $760,000 closed on August 30, 2024. The foregoing description of the acquisition of the Roosevelt Agreement and the transaction contemplated thereby contained herein is qualified in its”

Oruka Therapeutics, Inc. underwent a change of control involving Oruka Therapeutics, Inc. (closed 2024-08-29).

“pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of April 3, 2024”

COLLEGIUM PHARMACEUTICAL, INC completed an acquisition involving Ironshore Therapeutics Inc. for approximately $525 million in cash (closed 2024-09-03).

“The aggregate consideration paid by the Company at the Closing pursuant to the Merger Agreement was approximately $525 million in cash (subject to customary adjustments for net working capital, indebtedness, cash, and transaction expenses), with one potential future commercial milestone payment of $25 million.”

Eiger BioPharmaceuticals, Inc. completed a disposition involving Eiger InnoTherapeutics, Inc. for $1.0 million (closed 2024-09-03).

“Lonafarnib Antiviral Asset Sale On August 1, 2024, the Company and Eiger InnoTherapeutics, Inc. (the “ Purchaser ”) entered into that certain Lonafarnib Asset Purchase Agreement, pursuant to which the Purchaser agreed to acquire all of the Company’s rights, title and interests in, to and under the assets and interests used in the business related to the development, manufacture and commercialization of certain lonafarnib antiviral products for $5.2 million, plus a portion of the cure costs with respect to assigned contracts and the assumption of specified liabilities.”

Eiger BioPharmaceuticals, Inc. completed a disposition involving Eiger InnoTherapeutics, Inc. for $5.2 million (closed 2024-09-03).

“Lonafarnib Antiviral Asset Sale On August 1, 2024, the Company and Eiger InnoTherapeutics, Inc. (the “ Purchaser ”) entered into that certain Lonafarnib Asset Purchase Agreement, pursuant to which the Purchaser agreed to acquire all of the Company’s rights, title and interests in, to and under the assets and interests used in the business related to the development, manufacture and commercialization of certain lonafarnib antiviral products for $5.2 million, plus a portion of the cure costs with respect to assigned contracts and the assumption of specified liabilities.”

Skyline Bankshares, Inc. completed an acquisition involving Johnson County Bank for $312.50 in cash per share (closed 2024-09-01).

“bank. As a result of the Merger, and pursuant to the terms and conditions of the Merger Agreement, each share of JCB common stock was converted into the right to receive $312.50 in cash. The above description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated”

CONDUENT Inc completed a disposition involving CP VI Bella Blocker TopCo, LLC for $224 million in the form of cash consideration (closed 2024-09-01).

“On September 1, 2024, the Sale was completed and the Company received $224 million from the Buyer in the form of cash consideration”

Noble Corp plc completed an acquisition involving Diamond Offshore Drilling, Inc. for $5.65 in cash, without interest, and 0.2316 Noble Shares (closed 2024-09-04).

“262 of the Delaware General Corporation Law) was converted automatically into the right to receive the following consideration (collectively, the “ Merger Consideration ”): (i) $5.65 in cash, without interest (the “ Per Share Cash Consideration ”), (ii) 0.2316 (the “ Exchange Ratio ”) of validly issued, fully paid and non-assessable A ordinary shares, $0.00001”

Vestand Inc. completed an acquisition involving Jiyuck Hwang for $3.6 million (closed 2024-06-12).

“On June 12, 2024, the Company closed the Acquisition described in Item 1.01 above for an aggregate $3.6 million.”

DIAMOND OFFSHORE DRILLING, INC. underwent a change of control involving Noble Corporation plc for $5.65 in cash, without interest, plus 0.2316 Noble Ordinary Shares per share (closed 2024-09-04).

“in accordance with Section 262 of the Delaware General Corporation Law, was converted into the right to receive the following (collectively, the “Merger Consideration”): (a) $5.65 in cash, without interest, payable to the holder of each share of Diamond Offshore Common Stock (the “Per Share Cash Consideration”); (b) 0.2316 (the “Exchange Ratio”) of validly”

SANDRIDGE ENERGY INC completed an acquisition involving Upland Exploration, LLC and Upland Operating, LLC for $144 million (closed 2024-08-30).

“On August 30, 2024, SandRidge Exploration and Production, LLC (the “ Purchaser ”), a Delaware limited liability company and a wholly owned subsidiary of SandRidge Energy, Inc. (the “ Company ”), Upland Exploration, LLC, a Texas limited liability company, and Upland Operating, LLC, an Oklahoma limited liability company (together with Upland Exploration, LLC, collectively, the “ Seller ”) closed the transactions (the “ Transactions ”) contemplated by the previously announced Purchase and Sale Agreement, dated July 29, 2024 (the “ PSA ”) and the Purchaser purchased certain of Seller’s interests in oil and gas properties, rights, and related assets in the Cherokee play of the Western Anadarko Basin (the “ Assets ”) for $144 million, subject to customary purchase price adjustments (the “ Closing ”) and subject to final post-closing settlement between Purchaser and Seller.”

MedWellAI, Inc. completed an acquisition involving Healthy Lifestyle USA LLC for $350,000 (closed 2024-08-29).

“(the “Purchase Agreement”), between Medwell, Healthy Lifestyle, and the members (the “Selling Members”) of Healthy Lifestyle. The purchase price for the Membership Interests was $350,000, consisting of $250,000 in cash (the “Cash Payment”) and 97,087 shares of the Company’s common stock (the “Purchase Shares”) with a market value of $100,000. The number of”

Archrock, Inc. completed an acquisition involving Total Operations and Production Services, LLC (TOPS) for cash equal to $820 million, 6,873,650 newly issued shares of Archrock common stock, and up to $6 million in deferred cash payments (closed 2024-08-30).

“On the Closing Date, Archrock and Archrock ELT LLC, an indirect, wholly owned subsidiary of Archrock (“Archrock ELT”), completed the previously announced acquisition (the “Transaction”) of all the issued and outstanding equity interests in Total Operations and Production Services, LLC (“TOPS”), pursuant to the terms of that certain Purchase and Sale Agreement, dated July 22, 2024 (the “Purchase and Sale Agreement”), by and among Archrock, Archrock ELT, the Sellers, and, solely with respect to Section 6.25 of the Purchase and Sale Agreement, TOPS Holdings, LLC, a Delaware limited liability company. The total consideration for the Transaction consisted of: (i) cash equal to $820 million (the “Cash Consideration”), (ii) 6,873,650 newly issued shares of Archrock’s common stock, par value $0.01 per share (“Archrock Common Stock” and such shares of Archrock Common Stock, the “Stock Consideration”), and (iii) up to $6 million in deferred cash payments payable pursuant and subject to the terms”

TXO Partners, L.P. completed an acquisition involving EMEP Acquisitions, LLC and VR4-ELM, LP for $241.8 million in cash and 2,500,000 common units (closed 2024-08-30).

“as of June 25, 2024, by and among the Purchaser Parties and the EMEP Sellers (the “Purchase and Sale Agreement”). The total consideration for the EMEP Acquisition consisted of $241.8 million in cash (the “EMEP Cash Consideration”) and 2,500,000 common units representing limited partner interests in the Partnership (the “EMEP Equity Consideration”), subject to”

TRANSUITE.ORG INC. underwent a change of control involving 36 Fusion Excellent Group Ltd. for stock purchase of 3,000,000 shares of Common Stock representing approximately 74% of the issued and outstanding shares (closed 2024-08-28).

“Effective August 28, 2024, Michal Wisniewski, the previous sole officer and director and majority shareholder of Transuite.Org Inc. (the "Company"), entered into a stock purchase agreements for the sale of 3,000,000 shares of Common Stock of the Company, representing approximately 74% of the issued and outstanding shares of Common Stock of the Company as of such date, to 36 Fusion Excellent Group Ltd., a company organized under the laws of the British Virgin Islands, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.”

SPECTRAL CAPITAL Corp completed an acquisition involving Node Nexus for 40,000,000 newly issued shares (closed 2024-08-29).

“agreed to acquire from the Target, and Target agreed to sell to the Company, 150 shares of capital stock, representing 100% of the Target’s outstanding shares, in exchange for 40,000,000 newly issued shares (the “ Exchange Shares ”) of our common stock, $.0001 par value (the “ Common Stock ”) and (ii) the Target Shareholder agreed to purchase 5,000,000 shares of”

RANGE IMPACT, INC. completed a disposition involving Haney's Equipment LLC, Collins Reclamation LLC, R L Collins LLC, and Braxton Materials LLC (entities owned and controlled by Roger L. Collins Jr.) for full and complete cancellation and discharge of the outstanding, unpaid principal balance and accrued interest totaling $2,940,836 on two promissory notes (closed 2024-08-22).

“personal property to the Purchasers in exchange for the full and complete cancellation and discharge of the outstanding, unpaid principal balance and accrued interest totaling $2,940,836 on two promissory notes made by Collins Building in favor of Mr. Collins (collectively, the “Indebtedness”). The Asset Purchase Agreement contains terms, conditions, covenants,”

GENERATION INCOME PROPERTIES, INC. completed an acquisition involving Duff Daniels, LLC, Westbrook Daniels, LLC, and Westbrook Wolf, LLC (collectively, the Seller) for $5.5 million (closed 2024-08-23).

“Daniels, LLC, an Iowa limited liability company, and Westbrook Wolf, LLC, an Iowa limited liability company (collectively, the “Seller”), at a purchase price of approximately $5.5 million, excluding transaction costs (as amended, the “Ames Purchase and Sale Agreement”). Pursuant to an Assignment and Assumption of Purchase and Sale Agreement, effective as of August”

FOXO TECHNOLOGIES INC. completed an acquisition involving Rennova Health, Inc. for $500,000 (closed 2024-07-17).

“exchanged with the Company 100 shares of Common Stock of Myrtle (which represents 98.4% of the issued and outstanding shares of Myrtle Common Stock) for total consideration of $500,000 (the “ Myrtle Purchase Price ”), which payment was made by the issuance of a number of shares of Class A Common Stock of the Company determined by dividing $500,000 by the volume”

NIKA PHARMACEUTICALS, INC completed a disposition involving Dimitar Slavchev Savov (closed 2024-08-23).

“The procedure to return the 100% to Dimitar Slavchev Savov, who is an officer and director of Nika Pharmaceluticals, Inc. and general manager of Nika Pharmaceuticals, Ltd., was initiated on August 19, 2024 and was made effective on August 23, 2024, resulting in Nika Pharmaceuticals, Ltd. no longer being a wholly owned subsidiary of Nika Pharmaceuticals, Inc.”

Meridian Holdings Inc./NV completed an acquisition involving Classics Holdings Co. Pty Ltd., NJF Exercise Physiologists Pty Ltd and Think Tank Enterprises Pty Ltd (closed 2024-08-21).

“The transactions contemplated by the Exchange Agreement closed on August 21, 2024.”

La Rosa Holdings Corp. completed an acquisition involving Nona Title Agency LLC for $658,791.02 (closed 2024-08-21).

“on August 20, 2024. The Board of Directors of the Company approved the terms of the Purchase Agreement on August 21, 2024. The purchase price for the Membership Interests was $658,791.02 consisting of (i) a cash payment of $174,579.62 (the “Cash Payment”) allocated among the three Seller Members, and (ii) $484,211.40 in unregistered shares of common stock of the”

AGILE THERAPEUTICS INC underwent a change of control involving Insud Pharma, S.L. (closed 2024-08-26).

“on August 26, 2024 (the “Closing Date”) of the transactions (the “Closing”) contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 25, 2024, by and among Insud Pharma, S.L., a company existing under the laws of Spain (“Insud”), Exeltis Project, Inc., a Delaware corporation and indirect, wholly owned subsidiary of Insud (“Merger Sub”), and Agile Therapeutics, Inc., a Delaware corporation (“Agile” or the “Company”).”

Senmiao Technology Ltd completed a disposition involving Jiangsu Yuelaiyuexing Technology Co., Ltd. (closed 2024-08-20).

“including the acquisition by the Purchaser of 100% of the Transferor’s equity interest in Hunan Xixingtianxia Technology Co., Ltd.”

CITIUS ONCOLOGY, INC. underwent a change of control involving Citius Pharmaceuticals, Inc., TenX Keane Acquisition (closed 2024-08-12).

“on August 12, 2024 (the "Closing Date"), the Company completed the previously announced business combination (the "Closing") pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of October 23, 2023, by and among Citius Pharmaceuticals, Inc., a Nevada corporation, Citius Oncology Sub, Inc., a Delaware corporation ("SpinCo"), TenX Keane Acquisition, a Cayman Islands exempted company ("TenX", now Citius Oncology, Inc., a Delaware corporation) and TenX Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TenX, and the related transaction documents described therein (the "Business Combination").”

Stran & Company, Inc. completed an acquisition involving Sallyport Commercial Finance, LLC for $1,098,800 (closed 2024-08-23).

“(the “Bangarang Transaction”). Under the Sale Agreement, the aggregate consideration for the Bangarang Assets consisted of (a) cash payments by the Purchaser to Secured Party of $1,098,800 (the “Cash Purchase Price”), and (b) the assumption by the Purchaser of certain liabilities totaling approximately $5.5 million (the “Assumed Liabilities”), subject to”

Vestand Inc. completed an acquisition involving Mr. Jiyuck Hwang for $1,800,000 in cash, a promissory note in the principal amount of $600,000 and a convertible note having a principal amount of $1,200,000 (closed 2024-06-12).

“or substantially all of the assets of the following three restaurant entities owned by the Seller: Jjanga, HJH and Aku (the “Acquisition”). The Company agreed to pay the Seller $1,800,000 in cash, a promissory note in the principal amount of $600,000 (the “Promissory Note”) and a convertible note having a principal amount of $1,200,000 which shall be convertible”

Loar Holdings Inc. completed an acquisition involving AAI Holdings, Inc. for $384.5 million (closed 2024-08-26).

“On August 26, 2024, upon the terms and subject to the conditions set forth in the Purchase Agreement, Loar Group completed its acquisition of AAI from AAI Parent. The aggregate cash consideration paid to AAI Parent was $384.5 million, $2 million of which was deposited with an escrow agent to be held pending finalization of customary purchase price adjustments contained in the Purchase Agreement.”

Hubilu Venture Corp completed an acquisition involving Hector and Octavio Edeza for $650,000 (closed 2024-08-20).

“(“the E. 25th” Agreement”) with Hector and Octavio Edeza (“Property Sellers”) to acquire real property located at 802 E. 25 th Street in Los Angeles. The acquisition for $650,000 closed on August 20, 2024. The foregoing description of the acquisition of the E. 25th Agreement and the transaction contemplated thereby contained herein is qualified in its”

Cannabist Co Holdings Inc. completed a disposition involving Verano Arizona, LLC for $5.1 million (closed 2024-08-16).

“Pursuant to the SWC EPA, the Arizona Buyer purchased all of the issued and outstanding equity interests of SWC from the SWC Members for total consideration of $5.1 million, payable in cash, subject to adjustment as described in the SWC EPA.”

Cannabist Co Holdings Inc. completed a disposition involving Verano Arizona, LLC for $9.9 million (closed 2024-08-16).

“Pursuant to the Organix EPA, the Arizona Buyer purchased all of the issued and outstanding equity interests of Organix from the Arizona Member for total consideration of $9.9 million, payable in cash, subject to adjustment as described in the Organix EPA.”

Cannabist Co Holdings Inc. completed a disposition involving Verano Holdings Corp. for $90 million (closed 2024-08-21).

“to the Virginia EPA, the Virginia Buyer purchased all of the issued and outstanding equity interests of CC East Virginia from the Virginia Members for total consideration of $90 million, subject to adjustments as set forth in the Virginia EPA (the “Virginia Closing Consideration”). On the VA Closing Date, the Virginia Members received their pro rata portion of”

Verano Holdings Corp. completed an acquisition involving The Cannabist Company Holdings Inc. for $5.1 million (closed 2024-08-16).

“Pursuant to the SWC EPA, the Arizona Buyer purchased all of the issued and outstanding equity interests of SWC from the SWC Members for total consideration of $5.1 million, payable in cash”

Verano Holdings Corp. completed an acquisition involving The Cannabist Company Holdings Inc. for $9.9 million (closed 2024-08-16).

“Pursuant to the Organix EPA, the Arizona Buyer purchased all of the issued and outstanding equity interests of Organix from the Arizona Member for total consideration of $9.9 million, payable in cash”

Verano Holdings Corp. completed an acquisition involving The Cannabist Company Holdings Inc. for $90 million (closed 2024-08-21).

“Pursuant to the Virginia EPA, the Virginia Buyer purchased all of the issued and outstanding equity interests of CC East Virginia from the Virginia Members for total consideration of $90 million, subject to adjustments as set forth in the Virginia EPA”

Stronghold Digital Mining, Inc. underwent a change of control involving Bitfarms Ltd. for 2.520 (the "Exchange Ratio") common shares of Parent.

“an Agreement and Plan of Merger (the “Merger Agreement”) with Bitfarms Ltd., a corporation incorporated under the Canada Business Corporations Act and continued under the Business Corporations Act (Ontario) (“Bitfarms” or “Parent”), Backbone Mining Solutions LLC, a Delaware limited liability company and a wholly-owned, indirect subsidiary of Parent (“BMS”) , and HPC & AI Megacorp, Inc., a Delaware corporation and a wholly-owned,”

La Rosa Holdings Corp. completed an acquisition involving BF Prime LLC for $50,000 (closed 2024-08-19).

““BF Prime Purchase Agreement”), by and among the Company, BF Prime and the selling member of BF Prime (the “Selling Member”). The purchase price for the Membership Interests was $50,000, which was settled by the issuance of an aggregate of 39,739 unregistered shares of the Company’s common stock to the Selling Member based on $1.11 per share, the closing price of”

ASENSUS SURGICAL, INC. underwent a change of control involving KARL STORZ Endoscopy-America, Inc. for $0.35 per share in cash (closed 2024-08-22).

“Time”) as provided in the Merger Agreement: (i) each share of common stock of the Company (the “Common Stock”) then outstanding was converted into the right to receive $0.35 in cash, without interest (the “Merger Consideration”), other than those shares owned by Parent or Merger Sub or the Company (which were cancelled without any consideration); (ii)”

CALAVO GROWERS INC completed a disposition involving F&S Produce Co., Inc. and F&S Produce West LLC for $52,020,000, subject to certain adjustments relating to working capital, and approved capital expenditures (closed 2024-08-15).

“CA 92507 for $30,980,000. In addition, pursuant to the Asset Purchase Agreement, the purchase price for the Purchased Assets (as defined in the Asset Purchase Agreement) was $52,020,000, subject to certain adjustments relating to working capital, and approved capital expenditures. The foregoing descriptions of the Asset Purchase Agreement, and the Purchase and”

RHINO BITCOIN INC. underwent a change of control involving Radiance Holdings Corp for US$27,631.31 (closed 2024-08-21).

“to the Sellers. In exchange, the Sellers transferred 276,313,100 common stock of the Company (the “ Shares ”) at $0.0001 per share, representing a total consideration of US$27,631.31. The Shares represent approximately 83.05% of the Company’s issued and outstanding common stock as of the Closing. Upon Closing, the Purchaser became a controlling shareholder of”

Silexion Therapeutics Corp underwent a change of control involving Moringa Acquisition Corp, Silexion Therapeutics Ltd. (closed 2024-08-15).

“On August 15, 2024 (the "Closing Date"), Silexion Therapeutics Corp (formerly known as Biomotion Sciences), a Cayman Islands exempted company (the "registrant") consummated the previously announced transactions pursuant to that certain Amended and Restated Business Combination Agreement, dated as of April 3, 2024 (as amended, the "Business Combination Agreement"), by and among the registrant, Moringa Acquisition Corp ("Moringa"), August M.S. Ltd., an Israeli company and a wholly-owned subsidiary of the registrant ("Merger Sub 1"), Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and a wholly-owned subsidiary of the registrant ("Merger Sub 2"), and Silexion Therapeutics Ltd., an Israeli company ("Silexion").”

CTO Realty Growth, Inc. completed a disposition for $18.0 million (closed 2024-08-15).

“on August 15, 2024, the Company closed the sale of Jordan Landing located in West Jordan, Utah for $18.0 million.”

CTO Realty Growth, Inc. completed an acquisition involving a certain institutional owner for $137.5 million (closed 2024-08-20).

“On August 20, 2024, CTO Realty Growth, Inc. (the “Company”) completed the acquisition of a three-property portfolio with properties located in Charlotte, North Carolina, Orlando, Florida, and Tampa, Florida (the “Three Property Portfolio”) from a certain institutional owner (the “Seller”) for a purchase price of $137.5 million.”

ATRION CORP underwent a change of control involving Nordson Corporation for $460 in cash (closed 2024-08-21).

“nor lost their rights to such appraisal and payment under the DGCL (such Shares, “ Dissenting Shares ”), was automatically canceled and converted into the right to receive $460 in cash, without interest (the “ Merger Consideration ”); and (ii) each outstanding restricted stock unit award granted to an employee or non-employee service provider, whether”

American Bitcoin Corp. completed an acquisition involving Giga Caddo, LLC for $1,500,000 in USD cash (closed 2024-08-16).

“On August 16, 2024, Giga Caddo, LLC, a Delaware limited liability company (“Seller”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Buyer” or the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which Seller agreed to sell: (i) four (4) natural gas generators with a combined gas standby rating of 1,900 kW, (ii) five hundred and sixty-six (566) bitcoin ASIC mining computers with a combined hashrate capacity of approximately 57,120 TH/s, (iii) six (6) Giga Box Air modular data center units with a combined power capacity of 2,900 kW and (iv) certain other crypto mining equipment and related assets to be agreed by the parties (the “Assets”) to Buyer on and subject to the terms and conditions set forth therein (such transaction, the “Transaction”) for $1,500,000 in USD cash (the “Purchase Price”).”

Corner Growth Acquisition Corp. underwent a change of control involving Ringwood Field, LLC (closed 2024-08-15).

“On August 15, 2024, Corner Growth Acquisition Corp. (the " Company "), CGA Sponsor, LLC, the Company's sponsor (" Sponsor "), Ringwood Field, LLC (the " Purchaser ") and Alexandre Balkanski, John Mulkey and Jason Park entered into a purchase agreement (the " Purchase Agreement ").”

Proficient Auto Logistics, Inc completed an acquisition involving Auto Transport Group, LC for approximately $28.9 million (after certain pre-closing adjustments) and issued to the sellers approximately 1.07 million shares (closed 2024-08-16).

“Mountain Western region utilizing a fleet of 76 tractors and 76 trailers. In connection with the Transaction, the Company paid the sellers cash consideration of approximately $28.9 million (after certain pre-closing adjustments) and issued to the sellers approximately 1.07 million shares of the Company’s Common Stock, approximately 105,000 of which have been held”

AGILYSYS INC completed an acquisition involving Book4Time Parent, Inc..

“The closing of the Acquisition contemplated by the Purchase Agreement occurred on the Effective Date.”

Timberline Resources Corp underwent a change of control involving McEwen Mining Inc. for 0.01 of a share of McEwen's common stock per Timberline share (closed 2024-08-19).

“Time and in accordance with the Merger Agreement, each outstanding share of common stock of the Company (each, a “ Company Share ”) was converted into the right to receive 0.01 (the “ Exchange Ratio ”) of a share of common stock of McEwen, no par value per share (each, a “ McEwen Share ”). Any stockholder of the Company who would otherwise be entitled to”