M&A Transactions

Healing Co Inc. completed an acquisition involving Your Super, Inc. (closed 2022-10-13).

“On October 13, 2022, the Company closed the Acquisition as described above in Item 1.01”

ARKO Corp. completed an acquisition involving Transit Energy Group, LLC for approximately $370 million (closed 2023-03-01).

“a commercial, government and industrial business, including certain bulk plants, and (iv) certain distribution and transportation assets. The purchase price was approximately $370 million, as adjusted in accordance with the terms of the Purchase Agreement, plus the value of inventory on the Closing Date (the “Purchase Price”). As previously reported, a portion of”

EXICURE, INC. underwent a change of control involving CBI USA, Inc. (closed 2023-02-24).

“As a result of the previously disclosed closing of the private placement (the “Private Placement”) to CBI USA, Inc. (“CBI”) on February 24, 2023 pursuant to the Securities Purchase Agreement dated September 26, 2022 (the “SPA”), CBI is the beneficial owner of 50.4% of the Company’s outstanding shares.”

ESPORTS ENTERTAINMENT GROUP, INC. completed a disposition involving Gameday Group PLC for $8,090,965 (closed 2023-02-24).

“the sale of Prozone Limited with the Bethard Business herein referred to as the “Sale of the Bethard Business).” The purchase consideration was determined by the Company to be $8,090,965 comprised of cash received on the Closing date of €1,650,000 ($1,739,882 using exchange rates in effect on the Closing Date), holdback consideration, of €150,000 ($158,171 using”

OPIANT PHARMACEUTICALS, INC. underwent a change of control involving Indivior Inc. for $20.00 in cash, without interest, and one contingent value right representing four contingent cash payments with an aggregate maximum amount payable of $8.00 (closed 2023-03-02).

“At the Effective Time, and as a result of the Merger: • Each share of Opiant Common Stock, issued and outstanding immediately prior to the Effective Time (other than Opiant Common Stock cancelled in accordance with the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) $20.00 in cash, without interest, less any applicable withholding taxes (the “Upfront Consideration”), and (ii) one contingent value right (“CVR”) representing four contingent cash payments with an aggregate maximum amount payable of $8.00, without interest, if certain milestones related to the net sales of products containing an intranasal formulation of nalmefene are achieved, for each share of Opiant Common Stock you own (collectively, the “Merger Consideration”).”

ALBIREO PHARMA, INC. underwent a change of control involving Ipsen Biopharmaceuticals, Inc. for $42.00 per Share in cash (closed 2023-03-02).

“Merger Sub commenced a tender offer (the “ Offer ”) to acquire all of the outstanding shares of common stock of the Company, $0.01 par value per share (the “ Shares ”), for (i) $42.00 per Share in cash, without interest (the “ Closing Amount ”), plus (ii) one (1) non-transferable contractual contingent value right per Share (a “ CVR ”), representing the right”

Zoned Properties, Inc. completed an acquisition for $1,253,070 (closed 2023-02-27).

“On February 27, 2023, ZP Woodward acquired a fee interest in 23600 Woodward Avenue, Pleasant Ridge, Michigan for the purchase price of $1,253,070, comprised of $903,070 cash and $350,000 of previously paid deposits and assignment fees and, as of such date, ZP Woodward has acquired the property interests in the Woodward Property contemplated in the Option Agreement and Master Agreement.”

Zoned Properties, Inc. completed an acquisition (closed 2023-02-24).

“On February 24, 2023, ZP Woodward acquired an equitable interest in 23634 Woodward Avenue, Pleasant Ridge, Michigan (“23634 Woodward”) pursuant to the 23634 Land Contract.”

Zoned Properties, Inc. completed an acquisition for $2,292,549.

“Following the date of the Prior 8-K, ZP Woodward exercised its rights to acquire an equitable right to 23616-23622 Woodward”), which property is a portion of the Woodward Property, pursuant to, in part, the 23616-23622 Land Contract and the Assignment, for a purchase price of $2,292,549; comprised of $400,395 cash, $467,154 in deposits and assignment fees, and the 23616-23622 Land Contract with a principal balance of $1,425,000.”

GYRE THERAPEUTICS, INC. completed a disposition involving GC Biopharma Corp. for $6 million in cash (closed 2023-02-27).

“(MarzAA), dalcinonacog alpha (DalcA) and CB-2679d-GT (the “Purchased Assets”). In consideration for the purchase of the Purchased Assets, Buyer will pay Catalyst a total of $6 million in cash, with $1 million payable on closing and $5 million retained as a hold-back until twenty-four months after the closing, subject to the satisfaction of post-closing”

VerifyMe, Inc. completed an acquisition involving Trust Codes Limited for approximately $1,000,000 (closed 2023-03-01).

“On March 1, 2023, VerifyMe, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) effective as of February 28, 2023 (the “Effective Date”) by and among the Company, Trust Codes Global Limited, a New Zealand limited liability company and wholly owned subsidiary of the Company (“Trust Codes Global”), Trust Codes Limited, a New Zealand limited liability company (“Trust Codes” or “Seller”) and Signum Holdings Limited (“Seller’s Parent”). Pursuant to the terms of the Agreement Trust Codes Global agreed to purchase from Trust Codes and Trust Codes agreed to sell to Trust Codes Global substantially all of the assets of Trust Codes and certain specified liabilities (the “Transaction”). The Transaction closed simultaneously with the execution of the Agreement on March 1 , 2023 (the “Closing”). The total consideration paid to the Seller at Closing in connection with the Transaction was approximately $1,000,000, which consisted of approximately $350,000 in cash (the “Cas”

AMERICAN BIO MEDICA CORP completed a disposition involving Healgen Scientific Limited Liability Company for $3 million (closed 2023-02-28).

“the Company’s assets. In connection with the closing of the Sale, and in accordance with the terms of the Asset Purchase Agreement, the Buyer paid an aggregate purchase price of $3 million (“Purchase Price”). $300,000 of the Purchase Price is being held back in a retention fund to cover potential indemnification claims during the six months following the close. Net”

COLUMBIA BANKING SYSTEM, INC. completed an acquisition involving Umpqua Holdings Corporation for approximately 129,575,804 shares of Columbia Common Stock (closed 2023-02-28).

“Current Report on Form 8-K and incorporated herein by reference. The total aggregate consideration delivered to holders of Umpqua Common Stock in the Merger was approximately 129,575,804 shares of Columbia Common Stock. The issuance of shares of Columbia Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended,”

Soluna Holdings, Inc completed a disposition involving NYDIG ABL LLC (closed 2023-02-23).

“On February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, which resulted in a reportable disposition of all of the Company's mining assets at the site and certain of the operating assets of Project Marie”

Cactus, Inc. completed an acquisition involving HighRidge Resources, Inc. for $621,160,000 (on a debt-free, cash-free basis) (closed 2023-02-28).

“On February 28, 2023, the Company completed the Merger for a purchase price of $621,160,000 (on a debt-free, cash-free basis), subject to certain working capital, debt and other customary adjustments set forth in the Merger Agreement .”

Lamb Weston Holdings, Inc. completed an acquisition involving Meijer Beheer B.V. for approximately €531.6 million (including approximately €6.6 million of interest payable pursuant to the Purchase Agreement) and 1,952,421 shares of LW’s common s (closed 2023-02-28).

“On the Closing Date, LW, through its wholly owned subsidiary LWH, acquired from MB 100% of the equity interests in MFF for a purchase price consisting of (i) cash consideration of approximately €531.6 million (including approximately €6.6 million of interest payable pursuant to the Purchase Agreement), subject to certain post-closing adjustments pursuant to the Purchase Agreement, and (ii) the LW Shares, as discussed above.”

VALVOLINE INC completed a disposition involving Gateway Velocity Holding Corp. for $2.65 billion in cash (closed 2023-03-01).

“On March 1, 2023, Valvoline completed the Transaction. The purchase price is $2.65 billion in cash, subject to certain customary adjustments as set forth in the Purchase Agreement.”

Enliven Therapeutics, Inc. underwent a change of control involving Former Enliven (formerly Enliven Therapeutics, Inc.) (closed 2023-02-23).

“On February 23, 2023, the Company completed its business combination with Former Enliven in accordance with the terms of the Agreement and Plan of Merger, dated as of October 13, 2022”

Universal Gaming Corp underwent a change of control involving John Ioannis Neocleous for stock purchase agreement for the sale of 3,200,000 shares of Common Stock (closed 2023-02-17).

“Agreement Effective February 14, 2023, Michael Rosen, the previous majority shareholder of Medicale Corp. (the “Company”), entered into a stock purchase agreement for the sale of 3,200,000 shares of Common Stock of Jon Darmstadter (the “Shares”). Such transfer was made so that Mr. Darmstadter could effectuate a transfer of the Shares to John Ioannis Neocleous.”

COWEN INC. underwent a change of control involving The Toronto-Dominion Bank for $39.00 in cash per share (closed 2023-03-01).

“and (ii) any shares of Company Common Stock with respect to which dissenters’ rights have been exercised) was automatically canceled and converted into the right to receive $39.00 in cash, without interest (the “ Merger Consideration ”). In addition, at the Effective Time, except as otherwise agreed in writing between Parent and any individual holder, all”

Xtant Medical Holdings, Inc. completed an acquisition involving Surgalign SPV, Inc. for $17.0 million in cash (closed 2023-02-28).

“Seller agreed to sell to the Company, and the Company agreed to purchase from Seller, all of the issued and outstanding shares of common stock of Surgalign SPV, which shares constitute all of the outstanding equity of Surgalign SPV, for an aggregate purchase price of $17.0 million in cash (the “Purchase Price”). The closing contemplated by the Equity Purchase Agreement occurred on February 28, 2023 (the “Closing”).”

Resolute Forest Products Inc. underwent a change of control involving Domtar Corporation for $20.50 per share in cash (closed 2023-03-01).

“(the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), was converted into the right to receive (i) $20.50 in cash, without interest (the “Upfront Per Share Merger Consideration”) and (ii) one contractual contingent value right (each a “Contingent Value Right”, together with the”

Domtar CORP completed an acquisition involving Resolute Forest Products Inc. for $20.50 per share in cash and one contingent value right (closed 2023-03-01).

“(the “ Effective Time ”), each share of common stock, par value $0.001 per share, of Resolute (the “ Resolute Common Stock ”), was converted into the right to receive (i) $20.50 in cash, without interest (the “ Upfront Per Share Merger Consideration ”) and (ii) one contractual contingent value right (each a “ Contingent Value Right ”, together with the”

FITLIFE BRANDS, INC. completed an acquisition involving Mimi's Rock Corp. (MRC) for approximately CAD $23.2 million (closed 2023-02-28).

“As previously disclosed by the Company in its Current Report on Form 8-K, filed with the SEC on December 8, 2022 (the “ Current Report ”), the Company entered into an Arrangement Agreement (the “ Agreement ”) with Ontario and Mimi’s Rock Corp. (“ MRC ”), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of capital stock of MRC (the “ MRC Shares ”) for a total cash purchase price of approximately CAD $23.2 million (the “ Purchase Price ”) (the “ Acquisition ”). The Acquisition was consummated on February 28, 2023 (the “ Closing Date ”) in accordance with the terms of the Agreement.”

UMPQUA HOLDINGS CORP underwent a change of control involving Columbia Banking System, Inc. (closed 2023-02-28).

“Effective on February 28, 2023 (the “ Closing Date ”), Umpqua completed its previously announced all-stock combination with Columbia.”

Nordicus Partners Corp completed an acquisition involving GK Partners ApS, Henrik Rouf, Life Science Power House ApS for 2,500,000 shares of Purchaser Common Stock.

“assigned and conveyed to the Company all right, title and interest in and to all of the issued and outstanding shares of capital stock of Nordicus for an aggregate of 2,500,000 shares of Purchaser Common Stock. As a result of the Business Combination, Nordicus became a 100% wholly owned subsidiary of the Company. The Purchaser Common Stock being issued”

Cytek Biosciences, Inc. completed an acquisition involving Luminex Corporation for approximately $46.5 million in cash (closed 2023-02-28).

“under the Purchase Agreement. Pursuant to the Purchase Agreement, as consideration for the FCI Acquisition, the Company paid an aggregate purchase price of approximately $46.5 million in cash, subject to certain customary adjustments at closing, and assumed certain liabilities of the Business. The foregoing description of the FCI Acquisition and the Purchase”

Landos Biopharma, Inc. completed a disposition involving Dr. Bassaganya-Riera, Raquel Hontecillas and certain other stockholders for $3,000,000 in cash (closed 2023-02-28).

“of 2% of all net sales by the Company of any products containing certain compounds that the Company will retain following the closing under the Purchase Agreement and (iv) $3,000,000 in cash in exchange for (x) 9,086,441 shares of the common stock of the Company held by the Purchasers and (y) a royalty agreement providing, among other things, for the payment”

Elevate Credit, Inc. underwent a change of control involving PCAM Acquisition Corp. for $1.87 per share in cash (closed 2023-02-28).

“shares of common stock, par value $0.0004 per share (“Common Stock”), was converted automatically at the Effective Time into the right to receive an amount in cash equal to $1.87, without interest and less any applicable withholding taxes (the “Merger Consideration”), other than shares of Common Stock owned by Parent, Merger Sub or the Company (as”

AMERICAN COASTAL INSURANCE Corp completed a disposition involving Florida Department of Financial Services (closed 2023-02-27).

“On February 27, 2023, the Circuit Court of the Second Judicial Circuit for Leon County, Florida issued a consent order appointing the Florida Department of Financial Services as receiver of United Insurance Holding Corp.'s (the "Company") subsidiary, United Property & Casualty Insurance Company ("UPC") for purposes of liquidation, injunction and notice of automatic stay. This order completes the Company's disposal of UPC which will be de-consolidated from our financial results on this date.”

Decarbonization Plus Acquisition Corp IV completed an acquisition involving Hammerhead Resources Inc. (closed 2023-02-23).

“On February 23, 2023, Decarbonization Plus Acquisition Corporation IV (the “Company” or “DCRD”) consummated its previously announced business combination (such date, the “Closing Date”) pursuant to the Business Combination Agreement, dated September 25, 2022 (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among DCRD, Hammerhead Resources Inc., an Alberta corporation (“Hammerhead”), Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead (“NewCo”), and 2453729 Alberta ULC, an Alberta unlimited liability corporation and wholly owned subsidiary of the Company (“AmalCo”).”

Arma Services Inc underwent a change of control involving Bret International Holding Corp (closed 2023-02-27).

“As described in Item 1.01 above, on 27 February we acquired all the issued and outstanding shares of Bret pursuant to the Share Exchange Agreement and Bret became our wholly owned subsidiary.”

Unique Logistics International, Inc. completed an acquisition involving Unique Logistics Holdings Limited for $22,000,000 (closed 2023-02-21).

“ULI (South China) Limited 7,000 Ordinary Shares $ 4,000,000 Unique Logistics International (South China) Limited 630,000 Ordinary Shares $ 5,200,000 Total Consideration: $ 22,000,000 On December 17, 2022, the Company and the Seller entered into Amendment No. 1 to Stock Purchase Agreement (“ Amendment No. 1 ”) pursuant to which the expiration date of the SPA”

Creative Media & Community Trust Corp completed a disposition involving Kanden Realty & Development America LLC, Taisei USA, LLC and TO-4750 Wilshire Co-Investor, LP for approximately $34.4 million (closed 2023-02-17).

“On February 17, 2023, an indirect wholly owned subsidiary of Creative Media & Community Trust Corporation (“CMCT”) announced the closing of a co-investment transaction pursuant to which three international co-investors, Kanden Realty & Development America LLC, Taisei USA, LLC and TO-4750 Wilshire Co-Investor, LP, committed to acquire an 80% interest in a property owned by CMCT located at 4750 Wilshire Blvd in Los Angeles (“4750 Wilshire”) for an aggregate purchase price of approximately $34.4 million, excluding transaction costs.”

CinCor Pharma, Inc. underwent a change of control involving AstraZeneca Finance and Holdings Inc. for approximately $1.8 billion (closed 2023-02-24).

“such Warrant, and (ii) one CVR with respect to each Share subject to such Warrant. The total transaction value of the Offer and the Merger (including the CVRs) is approximately $1.8 billion. Parent provided Purchaser with the necessary funds to fund the Offer and the Merger through Parent’”

VERDE RESOURCES, INC. completed an acquisition involving Borneo Energy Sdn Bhd for the issuance of 166,666,667 shares of the Company's restricted common stock at the price per share of $0.03 (closed 2023-02-24).

“Under the terms of the S&P Agreement, the consideration for the acquisitions shall be satisfied in full by the issuance of 166,666,667 shares of the Company’s restricted common stock at the price per share of $0.03. The acquisition from Borneo Energy the assets of its biofraction plant and the right to use its licensed intellectual property known as “Catalytic Biofraction Process” in the state of Sabah, Malaysia was completed on February 24, 2023.”

NOCERA, INC. completed an acquisition involving an unaffiliated third party (the Seller) for $875,000 (closed 2023-02-16).

“On February 16, 2023, the Land Acquisition closed. As consideration for the Land Acquisition, the Company paid a total of $875,000 to the Seller”

1Life Healthcare Inc underwent a change of control involving Amazon.com, Inc. for $18.00 in cash, without interest (closed 2023-02-22).

“in the treasury of the Company or owned by Parent or Merger Sub and any dissenting Shares, ceased to be outstanding and was converted automatically into the right to receive $18.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, all Shares underlying vested Company stock options with an exercise price per Share that was less”

LHC Group, Inc underwent a change of control involving UnitedHealth Group Incorporated for $170.00 per share in cash (closed 2023-02-22).

“with respect to their shares) was automatically converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to $170.00 (the “Per Share Merger Consideration”) and cancelled and ceased to exist. At the Effective Time, the equity-based awards of the Company outstanding as of immediately prior to the”

Ontrak, Inc. underwent a change of control involving Acuitas Capital.

“Immediately following the issuance of the Additional Commitment Shares, the Exchange Warrants, and the Exchange Notes, Acuitas Capital’s beneficial ownership of the Company’s capital stock was approximately 83%.”

Weber Inc. underwent a change of control involving BDT Capital Partners, LLC for $8.05 per share (closed 2023-02-21).

“(ii) any Class A Shares cancelled pursuant to the Merger Agreement and (iii) any dissenting Class A Shares) were converted into the right to receive an amount in cash equal to $8.05 per Class A Share, without interest (the “ Merger Consideration ”). At the Effective Time, all of the Class A Shares held by BDT Capital Partners I-A Holdings, LLC and BDT WSP”

Verde Clean Fuels, Inc. underwent a change of control involving Bluescape Clean Fuels Holdings, LLC (closed 2023-02-15).

“The Business Combination was completed on February 15, 2023.”

Starco Brands, Inc. completed an acquisition involving Soylent Nutrition, Inc. for an aggregate of up to 165,336,430 restricted shares of Class A common stock (closed 2023-02-15).

“and the transactions contemplated by the Merger Agreement, Starco will issue to the former holders of Soylent Preferred Stock (the “ Company Holders “) (a) an aggregate of up to 165,336,430 restricted shares of Class A common stock(“ Class A common stock ”) of Starco (the “ Purchase Price Shares ”), (b) up to 18,571,429 additional restricted shares of Class A common”

ENERGY FUELS INC completed a disposition involving enCore Energy Corp. for $60 million in cash and $60 million in a secured convertible note (closed 2023-02-14).

“"Purchase Agreement") by and among EFR, encore and enCore Energy US Corp. Under the Purchase Agreement the consideration received by the Company, through EFR, consisted of: (i) $60 million in cash and (ii) $60 million in a secured convertible note (the "Note"), which matures two years from the closing of the Transaction, bearing annual interest of eight percent”

Altus Power, Inc. completed an acquisition involving True Green Capital Fund III, L.P. for approximately $293 million (closed 2023-02-15).

“23, 2022 (the “Acquisition Agreement”), related to this transaction was originally announced on December 27, 2022. The base purchase price for these assets is approximately $293 million, subject to customary working capital adjustments. The base purchase price and associated costs and expenses was funded by $193 million from the Credit Agreement facility and the”

Tingo Group, Inc. completed an acquisition involving Dozy Mmobuosi for US$204,000,000.

“a purchase price equal to the cost value of Tingo Foods’ stock, which will be satisfied by the issuance of a secured promissory note (“Promissory Note”) in the amount of US$204,000,000. The Promissory Note is for a terms of two years with an interest rate of 5%. MICT Fintech agreed to certain covenants with respect to its ability to incur additional debt or”

Ocean Biomedical, Inc. underwent a change of control involving Legacy Ocean for $233,554,320 (closed 2023-02-14).

“as of immediately prior to the Closing approximately 23,355,432 shares of the Company’s Class A common stock (with a per-share value of $10.00) with an aggregate value equal to $233,554,320, as adjusted as required by the Business Combination Agreement to take into account net working capital, closing net debt and Legacy Ocean’s transaction expenses, in exchange for”

Ocean Biomedical, Inc. underwent a change of control involving Aesther Healthcare Acquisition Corp. for $233,554,320 (closed 2023-02-14).

“as of immediately prior to the Closing approximately 23,355,432 shares of the Company’s Class A common stock (with a per-share value of $10.00) with an aggregate value equal to $233,554,320, as adjusted as required by the Business Combination Agreement to take into account net working capital, closing net debt and Legacy Ocean’s transaction expenses, in exchange for”

Intuitive Machines, Inc. underwent a change of control (closed 2023-02-13).

“On February 13, 2023 (the “Closing Date”), as contemplated by the Business Combination Agreement and described in the Proxy Statement/Prospectus, Intuitive Machines and Intuitive Machines OpCo consummated the business combination contemplated by the Business Combination Agreement (the “Business Combination”)”

Sipup Corp completed a disposition involving VeganNation Services, Ltd. (closed 2023-01-31).

“Under the Rescission Agreement, which closed as of January 31, 2023, the parties agreed to the following ● Sipup shall have no ownership interest in VeganNation, and therefore VeganNation shall no longer be a subsidiary of Sipup; ● All of the Ordinary Shares transferred by the VeganNation shareholders to Sipup under the Exchange Agreement were transferred and conveyed by Sipup to the VeganNation shareholders. ● All of the shares of common stock transferred by Sipup to the VeganNation shareholders under the terms of the Exchange Agreement will be cancelled and returned to the treasury of Sipup.”