M&A Transactions

iCoreConnect Inc. underwent a change of control involving Old iCore (iCoreConnect Inc.) for pre-transaction equity value of $98,000,000 (closed 2023-08-25).

“herein by reference. Business Combination Consideration The aggregate consideration received by the Old iCore stockholders was based on a pre-transaction equity value of $98,000,000 (subject to usual and customary working capital adjustments and any adjustments to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization,”

PARDES BIOSCIENCES, INC. underwent a change of control involving MediPacific, Inc., MediPacific Sub, Inc. for the Offer Price (i) $2.13 per share of Common Stock (the "Cash Amount") and (ii) one contingent value right (a "CVR") (closed 2023-08-31).

“Merger Sub commenced a tender offer to purchase all of the C ompany’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), in exchange for (i) $2.13 per share of Common Stock (the “Cash Amount”) and (ii) one contingent value right (a “CVR”) associated with any future monetization of the Company’s antiviral drug development”

Focus Financial Partners Inc. underwent a change of control involving Clayton, Dubilier & Rice, LLC and Stone Point Capital LLC for $53 in cash (closed 2023-08-31).

“(“ Class A Common Stock ”) issued and outstanding immediately prior to the Company Merger Effective Time, other than Excluded Shares, was converted into the right to receive $53 in cash, without interest, (the “ Merger Consideration ”) and (b) each share of Class B common stock, par value $0.01 per share, of the Company (“ Class B Common Stock ” and”

Shutterstock, Inc. completed an acquisition involving Meta Platforms, Inc. for $53 million in net cash, in addition to cash acquired, assumed debt and other working capital adjustments (closed 2023-06-23).

“has sold, and the Company has purchased, all of the issued and outstanding capital stock of Giphy. The consideration payable by the Company pursuant to the Purchase Agreement is $53 million in net cash, in addition to cash acquired, assumed debt and other working capital adjustments. This Form 8-K/A has been filed to amend and supplement the Form 8-K to provide the”

MDWerks, Inc. completed a disposition involving Dream Workz Automotive LLC for $195,000 (closed 2023-08-25).

“Company. In consideration for the purchase of the assets, and according to the terms of the Asset Purchase Agreement, the Company paid the sellers an aggregate purchase price of $195,000 (the “Purchase Price”), in a combination of cash in the amount of $100,000 (the “Cash Purchase Price”), and a promissory note in the amount of $95,000 (the “Note”). According to”

Strawberry Fields REIT, Inc. completed an acquisition involving WC-Castleton LLC, WC-Chesterfield LLC, WC-Columbia City LLC, WC-Dunkirk LLC, WC-Fort Wayne LLC, WC-Hartford City LLC, WC-Hobart LLC, WC-Huntington LLC, WC-Lagrange LLC, WC-Middletown LLC, WC-Peru LLC, WC-Rockport LLC, WC-Rushville LLC, WC-Sullivan LLC, WC-Syracuse LLC, WC-Tipton LLC, WC-Wabash LLC a for $102.0 million (closed 2023-08-25).

“LLC (collectively, the “ Sellers ”). The Purchase and Sale Agreement provided for the purchase of 24 healthcare facilities located in Indiana (the “ Indiana Facilities ”) for $102.0 million. The Indiana Facilities are comprised of 19 skilled nursing facilities with 1,659 licensed beds and five assisted living facilities with 193 beds, of which 29 beds are licensed.”

Loan Artificial Intelligence Corp. underwent a change of control involving Well Profit Holdings Limited for $335,000 (closed 2023-08-23).

“shares of Convertible Series D Preferred Stock to Well Profit Holdings Limited and the Company issued 305,000,000 shares of Restricted Common Stock for the purchase price of $335,000. The Agreement was fully executed on August 23, 2023. (See Exhibit 10.2) rofit Holdings Limited and the Company issued 305,000,000 shares of Restricted Common Stock for the”

Better Home & Finance Holding Co underwent a change of control involving Better Holdco, Inc. (closed 2023-08-22).

“Following the Domestication, on August 22, 2023 (the "Closing Date"), as previously announced and as contemplated by the Merger Agreement, and as described in the section titled " BCA Proposal " beginning on page 198 of the Proxy Statement/Prospectus, Merger Sub merged with and into Better, with Better surviving the merger (the "First Merger") and Better merged with and into Aurora, with Aurora surviving the merger and changing its name to "Better Home & Finance Holding Company" (hereinafter referred to as "Better Home & Finance" or the "Company") (such merger, the "Second Merger," and together with the First Merger and the Domestication, the "Business Combination" and the completion thereof, the "Closing").”

MIND TECHNOLOGY, INC completed a disposition involving General Oceans AS for $11.5 million (closed 2023-08-21).

“The aggregate consideration to the Company consisted of a cash payment of $11.5 million upon closing of the transaction on August 21, 2023.”

JOHNSON & JOHNSON completed a disposition involving Johnson & Johnson shareholders (closed 2023-08-23).

“On August 23, 2023, Johnson & Johnson completed its previously announced split-off exchange offer of 1,533,830,450 shares of common stock of Kenvue Inc. (“Kenvue”), pursuant to which Johnson & Johnson accepted an aggregate of 190,955,435 shares of Johnson & Johnson common stock from its shareholders in exchange for 1,533,830,450 shares of Kenvue common stock owned by Johnson & Johnson.”

Leopard Energy, Inc. underwent a change of control involving Zenith Energy Ltd. (buyer) and Janbella Group LLC (seller) for purchase price of $398,319.97 (closed 2023-08-23).

“On August 23, 2023, Janbella Group LLC sold 100,000 shares of Series A Super Voting Preferred Stock to Zenith Energy Ltd. (“ Zenith Energy ”) for a purchase price of $398,319.97. As a result of this transaction, Zenith Energy acquired 99.87% of the voting power of the Company.”

Sadot Group Inc. completed an acquisition for approximately USD $8.5 million (closed 2023-08-18).

“land along with buildings and related assets located within the Mkushi Farm Block of Zambia’s Region II agricultural zone (the “Farm”) for a purchase price of approximately USD $8.5 million. In connection with the above transaction, on May 16, 2023, the parties and Chibesakunda & Co., as escrow agent (the “Escrow Agent”) entered into an Escrow Agreement pursuant to”

Kenvue Inc. underwent a change of control involving Johnson & Johnson (closed 2023-08-23).

“On August 23, 2023, Johnson & Johnson announced the final results of its previously announced split-off exchange offer (the “Exchange Offer”) of up to an aggregate of 1,533,830,450 shares of common stock of Kenvue Inc. (“Kenvue”) held by Johnson & Johnson in exchange for shares of Johnson & Johnson common stock.”

Apexigen, Inc. underwent a change of control involving Pyxis Oncology, Inc. (closed 2023-08-23).

“On August 23, 2023, Apexigen, Inc., a Delaware corporation (“Apexigen”), completed the previously announced strategic combination contemplated by that certain Agreement and Plan of Merger, dated as of May 23, 2023 (the “Merger Agreement”), with Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology”), and Ascent Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Pyxis Oncology (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into Apexigen, with Apexigen surviving as a wholly owned subsidiary of Pyxis Oncology (the “Merger”).”

Pyxis Oncology, Inc. completed an acquisition involving Apexigen, Inc. for all-stock transaction valued at approximately $10.7 million (closed 2023-08-23).

“clinical-stage biopharmaceutical company focused on discovering and developing innovative antibody therapeutics for oncology, in an all-stock transaction valued at approximately $10.7 million. The combined company is positioned at the forefront of ADC innovation with a platform that now includes four key components: novel humanized antibody generation capabilities, an”

ForgeRock, Inc. completed an acquisition involving Thoma Bravo for approximately $2.3 billion.

“Thoma Bravo and ForgeRock today announced the completion of Thoma Bravo’s acquisition of ForgeRock in an all-cash transaction valued at approximately $2.3 billion.”

ForgeRock, Inc. underwent a change of control involving Project Fortress Parent, LLC for $23.25 in cash for each share (closed 2023-08-23).

“stockholders at ForgeRock’s Special Meeting of Stockholders held on January 12, 2023. Upon completion of the acquisition, ForgeRock stockholders are entitled to receive $23.25 in cash for each share of ForgeRock class A common stock and class B common stock they owned. ForgeRock’s class A common stock will no longer trade and will be delisted from the”

DLT Resolution Inc. completed a disposition involving DLT Data Services Ltd. for $1 (closed 2023-03-31).

“On March 31, 2023 DLT Resolution Inc. (“The Company”) sold its 100% equity in DLT Data Services Ltd. for $1.”

DLT Resolution Inc. completed a disposition involving Union Strategies Inc. for $1.00 (closed 2023-03-31).

“On March 31, 2023 DLT Resolution Inc. (“The Company”) sold its 100% equity in Union Strategies Inc. for $1.00.”

Hongchang International Co., Ltd completed a disposition involving Mr. Ban Siong Ang for nominal consideration.

“On August 21 2023, we entered into a share purchase agreement (“Share Purchase Agreement”) with our Director, Mr. Ban Siong Ang as the buyer, to dispose of our existing assets”

Hongchang International Co., Ltd completed an acquisition involving Hong Chang Global Investment Holdings Limited for 415,582,375 new shares of our Company’s common stock (closed 2023-08-21).

“will sell and transfer 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to our Company in exchange for an aggregate of 415,582,375 new shares of our Company’s common stock (the “Consideration Shares”), of which 353,322,843 shares will be issued to Zengqiang Investment Limited and 62,259,532 shares will be”

EQT Corp completed an acquisition involving THQ Appalachia I, LLC and THQ-XcL Holdings I, LLC for 49,599,796 shares of EQT common stock and approximately $2.4 billion in cash (closed 2023-08-22).

“through the Buyer’s acquisition of all of the issued and outstanding membership interests of each of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC in exchange for 49,599,796 shares of EQT common stock (the “Stock Consideration”) and approximately $2.4 billion in cash, subject to customary post-closing adjustments. The events described in this Current”

Sidus Space Inc. completed an acquisition involving Exo-Space Inc. for approximately $468,000 in cash (closed 2023-08-21).

“and machine learning technology and software used for the on-orbit processing of data (the “Business”) from Exo-Space. The purchase price for the Assets was approximately $468,000 in cash. In addition, on August 18, 2023, the Company entered into a Sale of Business Non-Competition and Non-Solicitation Agreement with Exo-Space Inc. and each of Jeremy Allam”

WRAP TECHNOLOGIES, INC. completed an acquisition involving Intrensic, LLC for $553,588 in cash; and 1,250,000 shares of the Company’s common stock (closed 2023-08-16).

“the Company entered into a Membership Interest Purchase Agreement, dated as of August 9, 2023 (the “ Purchase Agreement ”), and the members of Intrensic, LLC, a Delaware limited liability company (“ Intrensic ”), including Kevin Mullins, the Company’s Chief Executive Officer (collectively, “ Sellers ”), and Buford Ortale, as Sellers’ Representative, pursuant to which the Company agreed to purchase, and Sellers agreed to sell, all of the Membership Interest of Intrensic for a total purchase price of: (i) $553,588 in cash; and (ii) 1,250,000 shares of the Company’s common stock, par value $0.0001 (“ Common Stock ”) (collectively, the “ Purchase Price ”) (the “ Acquisition ”). The Acquisition was consummated on August 16, 2023 (the “ Closing Date ”) in accordance with the terms of the Purchase Agreement.”

Legacy IMBDS, Inc. completed a disposition involving IV Media, LLC for $39,947,305.40 (closed 2023-08-16).

“conditions in the Purchase Agreement, Buyer agreed to purchase substantially all of the Sellers’ assets for aggregate consideration consisting of (i) cash in an amount equal to $39,947,305.40, (ii) if there is a Minimum Cash Shortfall (as defined in the Purchase Agreement), cash in an amount equal to such Minimum Cash Shortfall and (iii) the assumption of the Assumed”

Skye Bioscience, Inc. completed an acquisition involving Bird Rock Bio, Inc. for 968,973,005 shares of the common stock of the Company, valued at approximately $20.0 million (closed 2023-08-18).

“Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), the Company issued to certain former stockholders of Bird Rock, an aggregate of 968,973,005 shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”), valued at approximately $20.0 million based on the 60 trading day volume weighted”

URSTADT BIDDLE PROPERTIES INC underwent a change of control involving Regency Centers Corporation (closed 2023-08-18).

“This Current Report on Form 8-K is being filed in connection with the consummation on August 18, 2023 (the " Closing Date ") of the transactions contemplated by that certain Agreement and Plan of Merger (the " Merger Agreement "), dated as of May 17, 2023, by and among Regency Centers Corporation, a Florida corporation (" Regency "), Hercules Merger Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Regency (" Merger Sub "), Urstadt Biddle Properties Inc., a Maryland corporation (the " Company "), UB Maryland I, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (" Hermes Sub I "), and UB Maryland II, Inc., a Maryland corporation and a direct wholly-owned subsidiary of Hermes Sub I (" Hermes Sub II ").”

Arconic Corp underwent a change of control involving Arsenal AIC Parent LLC for $30.00 per share in cash (closed 2023-08-18).

“effectively withdraw or lose their right to appraisal and payment under Delaware law with respect to such Shares), were automatically converted into the right to receive $30.00 per share in cash, without interest (the “Merger Consideration”). At the Effective Time, on the terms and subject to the conditions of the Merger Agreement, each then-outstanding”

SURGALIGN HOLDINGS, INC. completed a disposition involving Augmedics, Inc. for total purchase price of $1.5 million in cash and assumption of Digital Liabilities (closed 2023-08-11).

“On August 11, 2023, pursuant to the Digital Asset Purchase Agreement, the Company and the Sellers completed the Digital Sale, for an aggregate cash purchase price of $1.5 million and the assumption by Augmedics of the Digital Liabilities, as described in the Digital Asset Purchase Agreement.”

SURGALIGN HOLDINGS, INC. completed a disposition involving Xtant Medical Holdings, Inc. for aggregate cash purchase price of $5 million and assumption of Hardware Liabilities (closed 2023-08-10).

“On August 10, 2023, pursuant to the Hardware Asset Purchase Agreement, the Company completed the Hardware Sale, for an aggregate cash purchase price of $5 million and the assumption by Xtant of the Hardware Liabilities, as described in the Hardware Asset Purchase Agreement.”

ADIAL PHARMACEUTICALS, INC. completed a disposition involving Adovate, LLC (formerly known as Adenomed, LLC) for $450,000 (closed 2023-06-30).

“by the Company of the business of the Company’s wholly owned subsidiary, Purnovate, Inc. (the “Purnovate Sale”) for consideration including: (i) upfront cash payments totaling $450,000 upon the Option exercise; (ii) the issuance by Buyer to Company of 19.9% of the equity of Buyer; (iii) the assumption by Buyer of contingent payments due the former shareholders”

Prairie Operating Co. completed an acquisition involving Exok, Inc. for $18,000,000 in cash (closed 2023-08-15).

“approximately 20,328 net mineral acres in, on and under approximately 32,695 gross acres (the “ Exok Option Assets ”) from Exok (the “ Exok Option Purchase ”) . The Company paid $18,000,000 in cash (the “ Cash Consideration ”) to Exok and issued equity consideration to certain affiliates of Exok (the “ Exok Affiliates ”), consisting of (i) 19,157,123 shares of the”

Taihe Group, Inc. completed an acquisition involving Hua Yin International Group Limited for $1,000 (closed 2023-01-31).

“On January 31, 2023, the Company entered into a Stock Purchase Agreement (the “Agreement”) whereby TIHE purchased 100% of the issued and outstanding shares of Hua Yin International Group Limited (“Hua Yin”), a corporation organized under the laws of the British Virgin Islands, for the purchase price of $1,000.”

Stran & Company, Inc. completed an acquisition involving T R Miller Co., Inc. for $2,154,230.21 in cash (closed 2023-06-01).

“On June 1, 2023, the Closing was completed. Pursuant to the Purchase Agreement, the Company paid T R Miller $2,154,230.21 in cash, reflecting the purchase price of $1,000,000 as adjusted by a $1,123,071.82 working capital adjustment; no adjustment for indebtedness as of the date and time of the Closing (the "Closing Date") that was not part of the Assumed Liabilities (as defined in the Purchase Agreement); no separate amount for any Inventory (as defined in the Purchase Agreement) that was on hand and owned by Seller as of the Closing Date, as such amount was included in the working capital adjustment; and first and last month's rent under the Lease Agreement (as defined below) of $14,962.50 and $16,195.89, respectively.”

Mondee Holdings, Inc. completed an acquisition involving Victor Abraham and Sherly Abraham for $3,000,000 on the Closing Date, with an adjustment for working capital, (ii) 900,000 shares of Class A common stock of Mondee, par value $0.0001 per share, on t (closed 2023-08-12).

“Acquisition Company, Inc., a Delaware corporation (" MAC "), and Mondee, Inc., a Delaware corporation (together with Mondee and MAC, the “ Buyers ”), entered into that certain Share Purchase Agreement, dated August 12, 2023 (the “ Purchase Agreement ”), with Victor Abraham and Sherly Abraham (together, the " Sellers "), and Skypass Travel Private Limited, a a private limited company incorporated under the laws of India (" Skypass India ").”

Prairie Operating Co. completed an acquisition involving Exok, Inc. for $18,000,000 in cash and equity consideration (closed 2023-08-15).

“approximately 20,328 net mineral acres in, on and under approximately 32,695 gross acres (the “ Exok Option Assets ”) from Exok (the “ Exok Option Purchase ”) . The Company paid $18,000,000 in cash (the “ Cash Consideration ”) to Exok and issued equity consideration to certain affiliates of Exok (the “ Exok Affiliates ”), consisting of (i) 19,157,123 shares of the”

CervoMed Inc. underwent a change of control involving EIP Pharma, Inc. (closed 2023-08-16).

“Diffusion, Merger Sub and EIP consummated the transactions contemplated by the Merger Agreement.”

EARTHSTONE ENERGY INC completed a disposition involving Northern Oil and Gas, Inc. for approximately $468.4 million in cash (closed 2023-08-15).

“on August 15, 2023, immediately after the completion of the Acquisition, the Novo Divestiture was completed whereby the Company received approximately $468.4 million in cash (which includes a $37.5 million cash deposit previously paid into escrow by NOG upon the execution of the Cooperation Agreement) from NOG pursuant to the Cooperation Agreement in exchange for the transfer to NOG of an undivided one-third interest in the Novo Assets.”

EARTHSTONE ENERGY INC completed an acquisition involving Novo Oil & Gas Holdings, LLC for aggregate cash consideration of approximately $1.4 billion (closed 2023-08-15).

“On August 15, 2023, the Company completed the Acquisition. After taking into account preliminary customary purchase price adjustments at closing, the Company paid aggregate cash consideration of approximately $1.4 billion (which includes a $112.5 million cash deposit previously paid into escrow by the Company and NOG upon execution of the Purchase Agreement and the Cooperation Agreement), which was funded with a combination of cash on hand (including cash proceeds received pursuant to the Novo Divestiture) and borrowings under the Credit Agreement.”

FIRST MID BANCSHARES, INC. completed an acquisition involving Blackhawk Bancorp, Inc. for 1.15 shares of common stock, par value $4.00 per share, of First Mid per share of Blackhawk common stock and cash in lieu of fractional shares; total considerat (closed 2023-08-15).

“( “First Mid”) and Eagle Sub LLC, a newly formed Wisconsin limited liability company and wholly-owned subsidiary of First Mid (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blackhawk Bancorp, Inc., a Wisconsin corporation (“Blackhawk”), pursuant to which, among other things, the First Mid agreed to acquire 100% of the issued and outstanding shares of Blackhawk pursuant to a business combination whereby Blackhawk will merge with and into Merger Sub, whereupon the separate corporate existence of Blackhawk will cease and Merger Sub will continue as the surviving company and a wholly-owned subsidiary of First Mid (the “Merger”).”

TriSalus Life Sciences, Inc. underwent a change of control (closed 2023-08-10).

“As a result of the consummation of the Business Combination, a change of control of MTAC has occurred, and the stockholders of MTAC as of immediately prior to the Closing held 9.7% of the outstanding shares of New TriSalus Common Stock immediately following the Closing.”

PRECISION BIOSCIENCES INC completed a disposition involving Imugene US for $8 million in cash and $13 million in convertible notes (closed 2023-08-15).

“are associated with the Company’s CAR T cell therapy business. In consideration for the Acquired Assets, Imugene US assumed certain liabilities of the Company, paid the Company $8 million in cash, and issued to the Company convertible notes in an aggregate principal amount of $13 million. The convertible notes are non-interest bearing and mature on the first”

NORTHERN OIL & GAS, INC. completed an acquisition involving Earthstone Energy Holdings, LLC for approximately $468.4 million in cash (closed 2023-08-15).

“on August 15, 2023, immediately after the completion of the Purchaser Acquisition, the NOG Acquisition was completed whereby Purchaser transferred to NOG an undivided one-third interest in the Novo Assets pursuant to the Cooperation Agreement in exchange for approximately $468.4 million in cash”

POLARITYTE, INC. completed a disposition involving Grander Acquisition LLC for approximately $6.5 million (closed 2023-08-15).

“(“Grander Acquisition”), pursuant to which Grander Acquisition agreed to purchase substantially all of the assets of the Company, PTE Nevada, and PTE MD for approximately $6.5 million, less the amount of debtor-in-possession financing outstanding at closing, if any, subject to certain exceptions, and plus the assumption of assumed liabilities. The Asset”

PATTERSON UTI ENERGY INC completed an acquisition involving BEP Diamond Holdings Corp. (Ulterra) for 34,900,000 shares of common stock and $370,000,000 in cash (closed 2023-08-14).

“consummated in accordance with the terms and conditions of the Merger Agreement. In connection with the consummation of the Mergers, Patterson-UTI paid aggregate consideration of 34,900,000 shares of common stock, par value $0.01 per share, of Patterson-UTI (such shares, the “ Shares ”) and an amount of cash equal to $370,000,000, as adjusted for customary purchase”

NBT BANCORP INC completed an acquisition involving Salisbury Bancorp, Inc. for 0.7450 shares of NBT common stock (closed 2023-08-11).

“Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger , each share of Salisbury common stock was converted into the right to receive 0.7450 shares of NBT common stock, with cash payable in lieu of any fractional shares. A copy of NBT’s press release dated August 14, 2023, announcing the completion of the Merger and”

Black Spade Acquisition Co underwent a change of control involving VinFast Auto Ltd. (closed 2023-08-14).

“On August 14, 2023, Black Spade Acquisition Co (“BSAQ”, “Black Spade” or the “Company”) consummated the previously announced business combination”

Longevity Health Holdings, Inc. completed an acquisition involving Axolotl Biologix, Inc. for the Company issued 3,845,337 shares of its common stock, par value $0.0001 per share (“ Common Stock ”), and 4,243 shares of a newly designated series of Series (closed 2023-08-09).

“(“ First Merger Sub ”) and Axolotl Biologix, Inc. (“ Axolotl ”). The Merger Agreement provides for, among other things, the merger of Axolotl with and into Merger Sub, with Axolotl being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company (the “ Acquisition ”).”

OZ VISION INC. underwent a change of control involving Unity Global FZCO for $600,000 (closed 2023-04-15).

“Agreement”). Pursuant to the Unity Purchase Agreement, (i) the Seller agreed to sell, and the Purchaser agreed to purchase, the Subject Shares for a total consideration of $600,000, (ii) on completion of the Unity Purchase Agreement, the Purchaser agreed to enter into a share purchase agreement (the “Cristophe Purchase Agreement”) with Cristophe Beverly”

GENERATION INCOME PROPERTIES, INC. completed an acquisition involving Modiv Inc. for $42 million (closed 2023-08-10).

“The properties comprising the Portfolio are located across seven states and aggregate approximately 200,000 rentable square feet. The purchase price paid for the Portfolio was $42 million, excluding estimated transaction costs and expenses of $1.6 million and subject to prorations and credits as set forth in the Purchase Agreement. An amount equal to $30 million”