M&A Transactions

Vital Energy, Inc. completed an acquisition involving Granite Ridge Holdings LLC, GREP IV-A Permian, LLC and GREP IV-B Permian, LLC (closed 2023-12-21).

“On December 21, 2023, the Company consummated the GR Acquisition.”

Vital Energy, Inc. completed an acquisition involving Tall City Property Holdings III LLC and Tall City Operations III LLC (closed 2023-11-06).

“on November 6, 2023, the Company completed the acquisition of oil and gas properties from Tall City Property Holdings III LLC and Tall City Operations III LLC”

Vital Energy, Inc. completed an acquisition involving Henry Resources, LLC, Henry Energy LP and Moriah Henry Partners LLC (closed 2023-11-05).

“on November 5, 2023 the Company completed the acquisition of oil and gas properties (the “Henry Acquisition”) from Henry Resources, LLC, Henry Energy LP and Moriah Henry Partners LLC (collectively, “Henry”)”

Vital Energy, Inc. completed an acquisition involving Maple Energy Holdings, LLC (closed 2023-10-31).

“on October 31, 2023, Vital Energy, Inc. (the “Company”) completed the acquisition of oil and gas properties from Maple Energy Holdings, LLC (“Maple”)”

MIDWEST HOLDING INC. underwent a change of control involving Midas Parent, LP for $27.00 per share in cash (closed 2023-12-21).

“exercise appraisal rights under Delaware law (" Dissenting Shares ”)), outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive $27.00 per share in cash, without interest (the “ Merger Consideration ”). Further, pursuant to the Merger Agreement: (i) At the Effective Time, each option to acquire shares of Company”

MultiSensor AI Holdings, Inc. underwent a change of control involving SportsMap Tech Acquisition Corp. for stock-for-stock merger; holders of Legacy ICI common stock received 10.2776 shares of SportsMap Common Stock per share (closed 2023-12-19).

“Legacy ICI common stock, other than dissenting shares and shares held immediately prior to the Effective Time by Legacy ICI as treasury stock, converted into the right to receive 10.2776 shares of SportsMap Common Stock, based on the Exchange Ratio described in the Proxy Statement (the “Exchange Ratio”), (ii) each option to purchase shares of Legacy ICI common”

Altus Power, Inc. completed an acquisition involving Project Hyperion Holdco LLC and Soltage Hyperion Mgtco, LLC for approximately $120.4 million (closed 2023-12-20).

“related to this transaction was originally announced during the Company’s Q3 2023 earnings call November 13, 2023. The base purchase price for these assets is approximately $120.4 million, subject to an earnout of up to $8 million, subject to the portfolio’s performance reaching certain targets during the twelve-month period which begins one month after the”

MeiraGTx Holdings plc completed a disposition involving Janssen Pharmaceuticals, Inc. for $65,000,000 (closed 2023-12-20).

“years, with Buyer having an option to extend the Supply Agreement for a fifth year upon written notification to Seller. ​ Buyer agreed to pay an upfront cash purchase price of $65,000,000 to Seller. Additionally, pursuant to and subject to the terms and conditions set forth in the Asset Purchase Agreement, Buyer agreed to pay Seller future contingent consideration”

PATRIOT TRANSPORTATION HOLDING, INC. underwent a change of control involving Blue Horizon Partners, Inc. for $16.26 per share, in cash (closed 2023-12-21).

“immediately prior to the effective time, other than shares to be cancelled pursuant to Section 2.1(b) of the merger agreement, were converted into the right to receive $16.26 per share, in cash, without interest (the “merger consideration”), subject to any applicable withholding taxes; • each outstanding and unexercised option to purchase shares of”

GLOBAL PARTNERS LP completed an acquisition involving Motiva Enterprises LLC for $305.8 million (closed 2023-12-21).

“Global Companies LLC will receive minimum annual revenue commitments throughout the term of the MTSA. The purchase-price, subject to post-closing adjustments, was approximately $305.8 million. The Acquisition was funded with borrowings under the Partnership’s revolving credit facility. At the closing, the Partnership assumed certain liabilities and obligations of”

CONNS INC completed an acquisition involving Newco BHF (closed 2023-12-18).

“The closing of the contributions and the issuance of the Preferred Stock occurred simultaneously with the signing of the Investment Agreement.”

XPO, Inc. completed an acquisition involving Yellow Corporation for $870 million in cash (closed 2023-12-20).

“On December 20, 2023, the Company consummated the acquisition of 28 service centers (the “ Acquired Assets ”) of Yellow Corporation and certain of its subsidiaries (collectively, “ Yellow ”) for an aggregate purchase price of $870 million in cash (the “ Yellow Asset Acquisition ”).”

PALATIN TECHNOLOGIES INC completed a disposition involving Cosette Pharmaceuticals, Inc. for up to $171 million, consisting of an upfront purchase price of $12 million plus contingent, sales-based milestone payments of up to $159 million (closed 2023-12-19).

“records pertaining to the historical sales and distribution of Vyleesi, as well as quality control and pharmacovigilance records and other records. Palatin will receive up to $171 million, consisting of an upfront purchase price of $12 million plus contingent, sales-based milestone payments of up to $159 million. The closing of the transaction took place”

Banzai International, Inc. underwent a change of control involving Legacy Banzai (Banzai Operating Co LLC f/k/a Banzai International, Inc.) (closed 2023-12-14).

“On December 14, 2023 (the “Closing Date”), Banzai International, Inc., a Delaware corporation (the “Company”) (f/k/a 7GC & Co Holdings Inc. (“7GC”)), consummated the previously announced business combination (the “Business Combination”) with Legacy Banzai (as defined below) (the “Closing”), pursuant to that certain Agreement and Plan of Merger and Reorganization”

Value Exchange International, Inc. underwent a change of control involving Chan Heng Fai and Hapi Metaverse, Inc. (Lender).

“the Company’s Board of Directors has recognized as of the Effective Date that a change of control of the Company has occurred and Mr. Chan and Lender are deemed to have the ability to control the Company through voting power of stock ownership, board seats and funding of Company’s working capital needs”

Lightstone Value Plus REIT V, Inc. completed an acquisition involving WCC Palma Vista, LLC for approximately $53.3 million, excluding closing and other acquisition related costs (closed 2023-12-19).

“On December 19, 2023, the Company, through LVP Camellia, completed the acquisition of the Camellia Apartments from the Seller, an unrelated third party, for approximately $53.3 million, excluding closing and other acquisition related costs.”

TransMedics Group, Inc. completed an acquisition involving Munday Aviation, LLC for approximately $13.2 million (closed 2023-12-18).

“on December 18, 2023, the Buyer acquired a fixed-wing aircraft from Munday Aviation, LLC for a purchase price of approximately $13.2 million”

RMR GROUP INC. completed an acquisition involving MPC Partnership Holdings LLC (CARROLL) for $80 million in cash (closed 2023-12-19).

“On December 19, 2023, RMR LLC completed its acquisition of the issued and outstanding equity interests of MPC for $80 million in cash, subject to customary adjustments for MPC’s cash, debt, transaction expenses and working capital at closing.”

Axcella Health Inc. completed a disposition (closed 2023-12-05).

“on December 5, 2023 Axcella completed the transfer of all or substantially all of Axcella’s assets to Axcella (assignment for the benefit of creditors), LLC, a Delaware limited liability company, through an assignment for the benefit of creditors under Delaware law.”

Sila Realty Trust, Inc. completed a disposition involving the Board of Regents of the University of Texas System for $258.4 million (closed 2023-12-14).

“2018, and the sale was a result of the Buyer’s exercise of its option to purchase the Property provided in the Lease Agreement. The contractual sales price of the Property was $258.4 million. The Company's net proceeds from the disposition of the Property were approximately $256.8 million, after transaction costs and other pro-rations, subject to additional”

Neurogene Inc. underwent a change of control involving Neurogene Inc. for 0.0756 shares of Company Common Stock per share of Neurogene Capital Stock (closed 2023-12-18).

“(a) each then-issued and outstanding share of Class A Common Stock, par value $0.0001 per share, of Neurogene (“ Neurogene Class A Common Stock ”) converted automatically into 0.0756 shares of common stock, par value $0.000001 per share, of Neoleukin (the “ Company Common Stock ” and prior to the effective time of the Merger, the “ Neoleukin Common Stock ”),”

LFTD PARTNERS INC. completed an acquisition involving 95th Holdings, LLC for $1,375,000 purchase price (closed 2023-12-14).

“of $3,000,000 at 9.5% fixed annual interest, and (2) a $910,000 loan at 10% fixed annual interest, the net proceeds of which were used by Lifted Made to pay a portion of the $1,375,000 purchase price of Lifted Made’s main operations building located at 5511 95th Avenue in Kenosha, Wisconsin (“5511 Building”). The two loans are cross collateralized by a first”

ECD Automotive Design, Inc. underwent a change of control involving Humble Imports Inc. d/b/a ECD Auto Design (closed 2023-12-12).

“On December 12, 2023, ECD Automotive Design, Inc., formerly known as EF Hutton Acquisition Corporation I (the “Company” or the “Registrant”), completed the business combination (the “Business Combination”) contemplated by the merger agreement”

La Rosa Holdings Corp. completed an acquisition involving Premier Selling Member for $408,714.65 (closed 2023-12-13).

“Company, Premier and the owner of 100% of the membership interest in Premier (the “Premier Selling Member”). The purchase price for the Majority Interests of Premier amount to $408,714.65, consisting of $15,000 in cash and 259,023 unregistered shares of the Company’s common stock issued to the Premier Selling Member. The number of shares was determined based on a”

La Rosa Holdings Corp. completed an acquisition involving CWP Selling Member for $1,200,000 (closed 2023-12-12).

“and among the Company, CWP and the owner of 100% of the outstanding membership interests in CWP (the “CWP Selling Member”). The purchase price for the Membership Interests was $1,200,000, which was settled by the issuance of 714,286 unregistered shares of the Company’s common stock to the CWP Selling Member. The number of shares was determined based on a price of”

I-ON Digital Corp. completed an acquisition involving Orebits Acquisition Group, LLC for 910,000 shares of Series C Preferred Stock (closed 2023-12-15).

“On December 15, 2023, I-ON Digital Corp. (the “Company”) consummated its previously announced transaction contemplated by that certain Contribution and Exchange Agreement, dated as of October 30, 2023 (the “Contribution and Exchange Agreement”), by and between the Company and Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant to which the Company acquired 910,000 shares of currently outstanding common stock of Orebits Corp. (“Orebits”), representing a controlling interest in Orebits, in exchange for 910,000 shares of Series C Preferred Stock of the Company”

Miromatrix Medical Inc. underwent a change of control involving United Therapeutics Corporation for $3.25 per Share in cash payable at closing (closed 2023-12-13).

““Offer”) to acquire all of the issued and outstanding shares of common stock, par value $0.00001 per share, of the Company (“Common Stock” or the “Shares”) in exchange for (a) $3.25 per Share in cash payable at closing, without interest and less any required tax withholding (the “Cash Consideration”), plus (b) one contingent value right per Share (each, a”

Data443 Risk Mitigation, Inc. completed an acquisition involving the appointed receiver for the assets of Cyren Ltd. for $430,000 payable in cash, shares of the Company’s common stock equivalent to $2,000,000 and $1,100,000 in the form of an earn out payment (closed 2023-12-15).

“of Cyren’s assets (the “ Assets ”). In exchange for the Assets, the Company agreed to pay (i) $500,000 payable in cash, (ii) shares of the Company’s common stock equivalent to $2,000,000 and (iii) $1,000,000 in the form of an earn out payment. On December 12, 2023, an amendment to the Purchase Agreement between the Company and the Receiver was finalized (as”

PC TEL INC underwent a change of control involving Amphenol Corporation for $7.00 in cash for each share (closed 2023-12-15).

“world’s largest providers of high-technology interconnect, sensor and antenna solutions. Under the terms of the previously announced agreement, PCTEL stockholders are receiving $7.00 in cash for each share of common stock they own. Following the acquisition, PCTEL is a wholly owned subsidiary of Amphenol, and PCTEL shares are no longer publicly traded.”

PFIZER INC completed an acquisition involving Seagen Inc. for $229 in cash per share, for a total enterprise value of approximately $43 billion (closed 2023-12-14).

“Pfizer completed its acquisition of all outstanding common stock of Seagen for $229 in cash per share, for a total enterprise value of approximately $43 billion.”

PFIZER INC completed an acquisition involving Seagen Inc. for $229.00 in cash per share, for a total enterprise value of approximately $43 billion (closed 2023-12-14).

“Pfizer completed its acquisition of all outstanding common stock of Seagen for $229 in cash per share, for a total enterprise value of approximately $43 billion.”

Roivant Sciences Ltd. completed a disposition involving Roche Holdings, Inc. for approximately $7.1 billion in cash (closed 2023-12-14).

“On December 14, 2023, pursuant to the Purchase Agreement, the Buyer completed the Transaction for total consideration of approximately $7.1 billion in cash at the closing of the Transaction (the “Closing”), paid or to be paid to all of Telavant’s equity holders, including holders of restricted stock units, on a pro rata basis relative to their ownership of Telavant prior to the Closing.”

Ellington Financial Inc. completed an acquisition involving Arlington Asset Investment Corp. (AAIC) for 0.3619 newly issued shares of EFC Common Stock and $0.09 per share in cash (closed 2023-12-14).

“the Effective Time, which were automatically canceled and retired and ceased to exist as of the Effective Time) was automatically converted into the right to receive: • from EFC, 0.3619 newly issued shares of EFC Common Stock (the “Per Share Stock Consideration”); and • from EFC Manager, a cash amount equal to $0.09 per share (the “Per Share Cash Consideration””

Seagen Inc. underwent a change of control involving Pfizer Inc. for $229.00 per share (closed 2023-12-14).

“the General Corporation Law of the State of Delaware with respect to such Common Shares) were converted into the right to receive (without interest) an amount in cash equal to $229.00 (the “ Merger Consideration ”). As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company became a wholly owned subsidiary of Pfizer at”

COMPUTER TASK GROUP INC underwent a change of control involving Cegeka Groep NV for $10.50 per Share (closed 2023-12-12).

“share, of the Company (the “ Shares ”), other than any Shares held by the Company (or treasury shares), Cegeka, Merger Sub and any other wholly-owned subsidiary of Cegeka, for $10.50 per Share, net to the seller in cash (the “ Offer Price ”), without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in”

African Agriculture Holdings Inc. completed an acquisition involving African Agriculture, Inc. (AFRAG) for At Closing, each share of common stock of AFRAG issued and outstanding immediately prior to the Closing was automatically converted into the right to receive th (closed 2023-12-06).

“On December 6, 2023 (the " Closing Date "), African Agriculture Holdings Inc. (f/k/a 10X Capital Venture Acquisition Corp. II) (the " Company ") consummated the previously-announced transactions (collectively, the " Business Combination ") pursuant to that certain Agreement and Plan of Merger, dated November 2, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 3, 2023 and that certain Second Amendment to Agreement and Plan of Merger, dated as of November 29, 2023 (as further amended from time to time the " Merger Agreement "), by and among the Company, African Agriculture, Inc. (" AFRAG "), and 10X AA Merger Sub, Inc. (" Merger Sub ").”

AMERIGUARD SECURITY SERVICES, INC. completed an acquisition involving TransportUS, Inc. (closed 2023-12-08).

“On December 8, 2023, AGSS completed the acquisition of the outstanding equity of TUS, pursuant to the terms of the share exchange agreement, dated October 20, 2023.”

MDWerks, Inc. completed an acquisition involving Two Trees for 60,000,000 shares of its common stock.

“Merger on the Merger Closing Date pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, on the Merger Closing Date of the Merger, the Company issued 60,000,000 shares of its common stock, $0.001 par value per share, (the “Company Common Stock”) which was apportioned among the Two Trees stockholders, pro rata, based on the number of”

BIMI Holdings Inc. completed an acquisition involving Fnu Oudom for $180,000 in cash plus 5,270,000 shares of the Company's common stock (closed 2023-03-15).

“the transaction closed effective March 15, 2023 when 100% of equity interests in Phenix were transferred to the Company and the closing consideration was paid. The aggregate purchase price for the equity interests in Phenix was $180,000 in cash, which has been paid, plus 5,270,000 shares of the Company’s common stock”

ASBURY AUTOMOTIVE GROUP INC completed an acquisition involving Jim Koons Dealerships for approximately $1.2 billion (closed 2023-12-11).

“and Sale Agreement with various entities that comprise the Jim Koons automotive dealerships group (the “Transaction”) for an aggregate net purchase price of approximately $1.2 billion, which includes $740 million for goodwill, approximately $420 million for the real estate and leasehold improvements and approximately $70 million for new vehicles, used”

BSQUARE CORP /WA underwent a change of control involving Kontron America, Incorporated for $1.90 per Share (closed 2023-12-07).

“the terms of the Merger Agreement, Purchaser commenced a tender offer to purchase all outstanding shares of common stock, no par value (the “Shares”), of Bsquare, at a price of $1.90 per Share, net in cash, without interest (less any required withholding taxes) (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to”

Volato Group, Inc. underwent a change of control involving Volato, Inc. (closed 2023-12-01).

“On December 1, 2023, Volato, Inc., a Georgia corporation (“Volato”), PROOF Acquisition Corp I, a Delaware corporation (“PACI”) and PACI Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PACI (“Merger Sub”), consummated the previously announced Business Combination Agreement, dated August 1, 2023”

Sunlight Financial Holdings Inc. underwent a change of control involving Plan Sponsor and CRB.

“As described in Item 3.02, on the Effective Date, pursuant to the Plan, the reorganized Company issued new equity interests to Plan Sponsor and CRB, which are the Company’s sole stockholders after the Effective Date.”

Vanda Pharmaceuticals Inc. completed an acquisition involving Actelion Pharmaceuticals Ltd. (Janssen), a Johnson & Johnson Company for $100 million (closed 2023-12-07).

“Vanda made an upfront payment of $100 million to Janssen as consideration for the Purchased Assets.”

FRANKLIN STREET PROPERTIES CORP /MA/ completed a disposition involving LEN Blue Lagoon, LLC (as successor-in-interest to Lennar Homes, LLC) for gross purchase price was $68,000,000 (closed 2023-12-06).

“other than in respect of the Agreement and the Lease, among the Seller and the Buyer, or any of their respective affiliates. The gross purchase price for the Property was $68,000,000. The Registrant intends to use the proceeds from the sale of the Property primarily for the repayment of debt. --- EX-99.1 (EX-99.1) --- SELECTED COMBINING CONDENSED”

Golden Minerals Co completed a disposition involving Transformaciones y Servicios Metalurgicos S.A. DE C.V. for $1.5 million in cash and $0.24 million in Value-Added Tax (closed 2023-12-01).

“On December 1, 2023, Golden Minerals Company (the “Company”) completed the previously announced sale (the “Sale”) of the Company’s 100% interest in the Santa Maria mining claims located in Chihuahua State, Mexico to Transformaciones y Servicios Metalurgicos S.A. DE C.V. (“TSM”) pursuant to the Contract of Assignment of Mining Rights, dated as of December 1, 2023 (the “Agreement”). In connection with the Sale, the Company received $1.5 million in cash and $0.24 million in Value-Added Tax (“VAT”).”

LVPAI GROUP Ltd underwent a change of control involving Chen Yuanhang for $89,000 (closed 2023-12-01).

“capital of the Company and Yang Fuzhu retained 19.22% of the voting rights of the Company and is no longer the controlling shareholder. The consideration paid for the Shares was $89,000. The source of the cash consideration for the Shares was personal funds of the Purchasers. Other than as described below, there are no arrangements or understandings among both”

KBS Growth & Income REIT, Inc. completed a disposition involving CP 213 Institute, LLC, an affiliate of Coastal Partners, LLC for $17.0 million (closed 2023-11-30).

“On November 30, 2023, the Company completed the sale of the Institute Property for $17.0 million, before third-party closing costs and prorations of approximately $0.5 million and security deposit obligations transferred to the Purchaser of $0.3 million.”

TPG Mortgage Investment Trust, Inc. completed an acquisition involving Western Asset Mortgage Capital Corporation (closed 2023-12-06).

“On December 6, 2023, the Merger was completed pursuant to the terms of the Merger Agreement.”

Western Asset Mortgage Capital Corp underwent a change of control involving A G Mortgage Investment Trust, Inc. (closed 2023-12-06).

“the consummation on December 6, 2023 (the “Closing Date”) of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 8, 2023”