Material Agreements

Iris Acquisition Corp amended Second Amendment to Equity PIPE with PIPE subscriber (effective 2024-03-09).

“ParentCo, Iris and the PIPE subscriber entered into a second amendment (the “Second Amendment to Equity PIPE”) to the Equity Subscription Agreement”

Iris Acquisition Corp amended Third BCA Amendment with Liminatus Pharma, LLC (effective 2024-03-09).

“On March 9, 2024, Iris Acquisition Corp, a Delaware corporation (“we,” “our,” or “Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”) and Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), entered into a third amendment (the “Third BCA Amendment”) to the Business Combination Agreement”

Applied UV, Inc. entered into a equity purchase with the purchasers in the public offering (effective 2024-04-01).

“On April 1, 2024, Applied UV, Inc., a Nevada corporation (the “Company”), issued to the purchasers in the public offering unregistered warrants (the “Warrants”) to purchase up to an aggregate of 518,065 shares (the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”) at an exercise price of $16.00 per share, subject to adjustment for reverse stock splits, recapitalizations and reorganizations.”

Kiromic Biopharma, Inc. entered into 25% Senior Secured Convertible Promissory Note with an accredited investor valued at principal amount $2,000,000; 25% interest per annum; convertible at $2.50 per share (effective 2024-04-02).

“On April 2, 2024, Kiromic BioPharma, Inc. (the “Company”) issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to an accredited investor.”

ZeroStack Corp. entered into Agreement with TruHC Holding GmbH valued at US$6,400,000 (effective 2024-04-01).

“On April 1, 2024, Flora Growth Corp. (the "Flora") entered into a binding letter of intent (the "Agreement") with TruHC Holding GmbH (the "Seller") to acquire all of the issued and outstanding shares of TruHC Pharma GmbH (the "Transaction").”

BONK, INC. entered into Registration Rights Agreement with the Investors valued at Company agreed to file registration statements covering the Shares (effective 2024-04-04).

“On April 4, 2024, the Company also entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement” and together with the SPA the “Agreements”), requiring the Company to register the Shares issued under the SPA.”

Lodging Fund REIT III, Inc. amended Fourth Amendment to the Revolving Line of Credit Loan Agreement with Legendary A-1 Bonds, LLC valued at $15.5 million (effective 2024-03-27).

“On March 27, 2024, the Operating Partnership and the A-1 Lender entered into a Fourth Amendment to the Revolving Line of Credit Loan Agreement (the “Fourth Amendment”) in connection with the A-1 Line of Credit. The Fourth Amendment extended the maturity date of the A-1 Line of Credit to December 31, 2024 and increased the A-1 Line of Credit to $15.5 million.”

Avantor, Inc. amended Amendment No. 12 with Goldman Sachs Bank USA, as administrative agent and collateral agent valued at $772,396,875.00 (effective 2024-04-02).

“On April 2, 2024 (the “Effective Date”), Avantor, Inc.’s (the “Company”) wholly owned subsidiary, Avantor Funding, Inc. (the “Borrower”), entered into Amendment No. 12 (the “Credit Agreement Amendment”) to Credit Agreement, dated as of November 21, 2017”

Grom Social Enterprises, Inc. entered into Securities Purchase Agreement with Generating Alpha Ltd. valued at $650,000 (effective 2024-04-01).

“On April 1, 2024, Grom Social Enterprises, Inc., a Florida corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ SPA ”) with Generating Alpha Ltd., a Saint Kitts and Nevis Corporation (the “ Investor ”) pursuant to which the Company has agreed to sell a convertible promissory note of the Company (the “ Note ”), having an initial principal amount of $650,000, for a price of $520,000.”

Shockwave Medical, Inc. entered into Agreement and Plan of Merger with Johnson & Johnson, Sweep Merger Sub, Inc. valued at $335.00 per share (effective 2024-04-04).

“On April 4, 2024, Shockwave Medical, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Johnson & Johnson, a New Jersey corporation (“Parent”), and Sweep Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.”

Vemanti Group, Inc. entered into Share Exchange Agreement with Mr. Tan Tran, VinHMS Pte. Ltd., Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (effective 2024-04-01).

“On April 1, 2024, Vemanti Group, Inc., a Nevada corporation (the " Company "), entered into and consummated the transactions contemplated by a share exchange agreement (the " Share Exchange Agreement ") by and among the Company, Mr. Tan Tran, as the sole holder of the Company’s Series A Preferred Stock, par value $0.0001 (the " Series A Preferred Stock "), VinHMS Pte. Ltd., a Singapore private company limited by shares (" VinHMS "), and Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (" Asian Star "), the sole shareholders of VinHMS (the " Shareholders ").”

Matinas BioPharma Holdings, Inc. entered into Placement Agency Agreement with A.G.P./Alliance Global Partners valued at Placement agent to use reasonable best efforts to sell securities; cash fee of 7.0% of aggregate pur (effective 2024-04-02).

“On April 2, 2024, the Company also entered into a placement agent agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”).”

Matinas BioPharma Holdings, Inc. entered into Securities Purchase Agreement with certain institutional investors valued at 33,333,334 shares of common stock and warrants to purchase 33,333,334 shares of common stock at offe (effective 2024-04-02).

“On April 2, 2024, Matinas BioPharma Holdings, Inc. (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (collectively, the “Purchasers”).”

White River Energy Corp. entered into Asset Purchase Agreement with White River Native CDFI LLC, Lion Vista Global Ventures LLC, and Truuli’s then-principal stockholder valued at $2,000,000.

“ith the Merger, the Company entered into and closed an Asset Purchase Agreement (the “APA”) by and among White River Native, Lion Vista Global Ventures LLC, a Texas limited liability company (“Lion Vista”), and Truuli’s then-principal stockholder.”

White River Energy Corp. entered into Agreement and Plan of Merger with Truuli Environmental Inc., White River Native CDFI LLC, WRG Merger Sub Inc., and holders of 99.5% of Truuli's outstanding stock (effective 2024-04-01).

“On April 1, 2024, White River Energy Corp (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”)”

LiveOne, Inc. entered into Letter Agreements with Harvest Small Cap Partners Master, Ltd., Harvest Small Cap Partners, L.P., Trinad Capital Master Fund Ltd. valued at approximately $11.4 million (effective 2024-04-01).

“On April 1, 2024 (the “Effective Date”), LiveOne, Inc. (the “Company”) entered into Letter Agreements (collectively, the “Agreements”) with (i) Harvest Small Cap Partners Master, Ltd. (“HSCPM”), (ii) Harvest Small Cap Partners, L.P. (“HSCP” and together with HSCPM, the “Harvest Funds”), and (iii) Trinad Capital Master Fund Ltd., a fund controlled by Mr. Ellin, the Company’s Chief Executive Officer, Chairman, director and principal stockholder (“Trinad Capital” and collectively with the Harvest Funds, the “Holders”), the holders of the Company’s Series A Perpetual Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), with a stated value of $1,000 per share.”

NGM BIOPHARMACEUTICALS INC terminated Sale Agreement with Jefferies LLC (effective 2024-04-05).

“on April 5, 2024, NGM Biopharmaceuticals, Inc. (the “ Company ” or “ NGM Bio ”) terminated the Open Market Sale Agreement SM , dated as of June 5, 2020 (the “ Sale Agreement ”), as amended by that certain Amendment No. 1 to the Sale Agreement, dated June 7, 2023, by and between the Company and Jefferies LLC.”

JBT MAREL Corp entered into Transaction Agreement with Marel hf. (effective 2024-04-04).

“Transaction Agreement On April 4, 2024, John Bean Technologies Corporation, a Delaware corporation (“JBT”), entered into a Transaction Agreement (the “Transaction Agreement”) with John Bean Technologies Europe B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of the Netherlands and a wholly owned subsidiary of JBT (the “Bidder”), and Marel hf., a public limited liability company incorporated under the laws of Iceland (“Marel”), pursuant to which the parties thereto agreed to the terms and conditions of the voluntary public takeover offer (the “Offer”) within the meaning of Article 101 of the Icelandic Takeover Act no.”

Bionano Genomics, Inc. entered into Purchase Agreement with certain institutional investors valued at approximately $10.0 million (effective 2024-04-04).

“On April 4, 2024, Bionano Genomics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market consistent with the rules of the Nasdaq Stock Market (the “Registered Direct Offering”): (i) an aggregate of 6,536,682 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to an aggregate of 2,196,944 shares of Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase up to 8,733,626 shares of Common Stock (the “Warrants”).”

DUOS TECHNOLOGIES GROUP, INC. entered into April Registration Rights Agreement with an accredited investor (effective 2024-04-03).

“In connection with the April Purchase Agreement, the Company also entered into a Registration Rights Agreement (the “April Registration Rights Agreement”).”

DUOS TECHNOLOGIES GROUP, INC. entered into April Purchase Agreement with an accredited investor valued at $250,000 (effective 2024-04-03).

“On April 3, 2024, the Company entered into a Securities Purchase Agreement (the “April Purchase Agreement”) with an accredited investor, pursuant to which the Company issued a further 250 shares of Series D Preferred Stock and received proceeds of $250,000.”

NANOVIRICIDES, INC. entered into Sales Agreement with EF Hutton LLC (effective 2024-04-05).

“On April 5, 2024, a new Sales Agreement (the “Sales Agreement”) was executed to name EF Hutton LLC as the sole sales agent (the “Agent”) and to remove B. Riley Securities, Inc. as a Sales Agent.”

CarParts.com, Inc. entered into Tax Benefits Preservation Plan with Computershare Trust Company, N.A. (effective 2024-04-05).

“On April 5, 2024, CarParts.com, Inc. (the “Company”) entered into the Tax Benefits Preservation Plan (the “Plan”), between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).”

Protara Therapeutics, Inc. entered into Registration Rights Agreement with the Purchasers (effective 2024-04-05).

“In connection with the Private Placement, the Company also entered into a registration rights agreement, dated April 5, 2024 (the “Registration Rights Agreement”), with the Purchasers that requires, among other things, the Company to file a resale registration statement with the Securities and Exchange Commission (the “SEC”) within 30 days after the Closing to register the resale of the Shares and the shares of Common Stock underlying each of the Pre-Funded Warrants and the Common Warrants.”

Protara Therapeutics, Inc. entered into Subscription Agreement with certain purchasers (effective 2024-04-05).

“On April 5, 2024, Protara Therapeutics, Inc. (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with certain purchasers (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers, in a private placement (the “Private Placement”), an aggregate of 9,143,380 shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) and, for certain purchasers, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 1,700,000 shares of Common Stock.”

LAS VEGAS SANDS CORP amended Letter Agreement with Singapore Tourism Board (effective 2024-04-03).

“On April 3, 2024, Marina Bay Sands Pte. Ltd. (“MBS”), a subsidiary of Las Vegas Sands Corp. (the “Company”), and the Singapore Tourism Board (the “STB”) entered into a letter agreement dated April 1, 2024 and effective April 3, 2024 (the “Letter Agreement”) that amends the Development Agreement, dated April 3, 2019, between the STB and MBS (as amended by that certain letter agreement, dated March 29, 2022, and as further amended by that certain supplemental agreement, dated March 22, 2023, the “Development Agreement”).”

FARMERS & MERCHANTS BANCORP entered into Amended and Restated Rights Agreement with Computershare Trust, N.A. valued at Rights expiration extended to August 5, 2034; purchase price increased to $3,900 per one one-hundred (effective 2024-04-05).

“On April 5, 2024, the Company entered into an Amended and Restated Rights Agreement (the “Amended Rights Agreement”), which amends and restates the Rights Agreement, dated as of August 5, 2008, as amended, by and between the Company and Computershare Trust, N.A., a federally chartered, limited purpose trust company (as successor to Registrar and Transfer Company), as the duly appointed rights agent.”

BRANDYWINE OPERATING PARTNERSHIP, L.P. entered into Underwriting Agreement with BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters valued at $400 million (effective 2024-04-03).

“On April 3, 2024, Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), and its operating partnership, Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), entered into an Underwriting Agreement (together with the Pricing Agreement (as defined below), the “Underwriting Agreement”) and a related Pricing Agreement (the “Pricing Agreement”) with BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named in the Pricing Agreement (the “Underwriters”), in connection with the public offering by the Operating Partnership of $400 million in aggregate principal amount of its 8.875% Guaranteed Notes due 2029 (the “Notes”).”

FUELCELL ENERGY INC amended Amendment No. 5 with ExxonMobil Technology and Engineering Company (effective 2024-03-31).

“On and effective as of March 31, 2024, FuelCell Energy, Inc. (the “Company”) and ExxonMobil Technology and Engineering Company (f/k/a ExxonMobil Research and Engineering Company) (“EMTEC”) entered into Amendment No. 5 (“Amendment No. 5”) to the Joint Development Agreement between the Company and EMTEC (as amended, the “Joint Development Agreement”).”

CONSUMER PORTFOLIO SERVICES, INC. amended Credit Agreement with subsidiary of Ares Management LLC valued at $200 million (effective 2024-03-29).

“On March 29, 2024, Consumer Portfolio Services, Inc. (“CPS” or the “Company”) and its wholly-owned subsidiary Page Nine Funding LLC (the “Borrower”) renewed a revolving credit agreement (the "Credit Agreement")”

INTERLINK ELECTRONICS INC entered into Standard Industrial/Commercial Multi-Tenant Lease Modified Net with Dollinger Fremont Associates valued at $127,500 (effective 2024-02-29).

“On March 26, 2024, Interlink Electronics, Inc. entered into a Standard Industrial/Commercial Multi-Tenant Lease Modified Net, dated February 29, 2024, with Dollinger Fremont Associates”

ADOBE INC. entered into Underwriting Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC, SG Americas Securities, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC valued at $500,000,000 aggregate principal amount of the Company’s 4.850% Notes due 2027, $750,000,000 aggrega (effective 2024-04-01).

“On April 1, 2024, Adobe Inc. (“Adobe”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, SG Americas Securities, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters.”

UMH PROPERTIES, INC. amended a credit facility with BMO Capital Markets Corp., JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., and Bank of Montreal valued at $180 million to $260 million (effective 2024-04-02).

“On April 2, 2024, UMH Properties, Inc. (“UMH” or the “Company”) expanded its existing unsecured revolving credit facility (the “Facility”) from $180 million in available borrowings to $260 million in available borrowings.”

3M CO entered into Transition Distribution Services Agreement with Solventum.

“2024 received one share of Solventum common stock for every four shares of 3M common stock held as of such time, subject to the payment of cash in lieu of fractional shares of Solventum common stock.”

3M CO entered into Employee Matters Agreement with Solventum.

“2024 received one share of Solventum common stock for every four shares of 3M common stock held as of such time, subject to the payment of cash in lieu of fractional shares of Solventum common stock.”

3M CO entered into Tax Matters Agreement with Solventum.

“2024 received one share of Solventum common stock for every four shares of 3M common stock held as of such time, subject to the payment of cash in lieu of fractional shares of Solventum common stock.”

3M CO entered into Transition Services Agreement with Solventum.

“2024 received one share of Solventum common stock for every four shares of 3M common stock held as of such time, subject to the payment of cash in lieu of fractional shares of Solventum common stock.”

3M CO entered into Separation and Distribution Agreement with Solventum.

“2024 received one share of Solventum common stock for every four shares of 3M common stock held as of such time, subject to the payment of cash in lieu of fractional shares of Solventum common stock.”

North Haven Net REIT terminated Warehouse Funding Facility with MSREI Holding (effective 2024-04-01).

“In connection with the initial closing of the Company’s continuous private offering, on April 1, 2024, the Company terminated the warehouse funding facility with MSREI Holding, a wholly-owned subsidiary of Morgan Stanley.”

North Haven Net REIT entered into Dealer Manager Agreement with Morgan Stanley Distribution, Inc. (effective 2024-04-01).

“On April 1, 2024, the Company entered into a dealer manager agreement (the “Dealer Manager Agreement”) with Morgan Stanley Distribution, Inc., an indirect, wholly-owned subsidiary of Morgan Stanley (the “Dealer Manager”), pursuant to which the Dealer Manager will serve as the dealer manager for the Company’s continuous private offering.”

North Haven Net REIT entered into Sponsor Subscription Agreements (MSREI Subscription Agreement and SLP Subscription Agreement) with MSREI Holding, Inc. and Special Limited Partner valued at $25 million (effective 2024-04-01).

“On April 1, 2024, the Company and the Operating Partnership entered into (i) a subscription agreement (the “MSREI Subscription Agreement”), with MSREI Holding, Inc. (“MSREI Holding” and, together with any entity that is controlled by, controls or is under common control with such entity and any of their respective predecessor entities, collectively, “Morgan Stanley”), and (ii) a subscription agreement (the “SLP Subscription Agreement” and, together with the MSREI Subscription Agreement, the “MS Subscription Agreements”), with the Special Limited Partner, collectively, pursuant to which Morgan Stanley has agreed to purchase a total of $25 million of the Company’s Class E shares and/or Class E units of the Operating Partnership (the “Morgan Stanley Equity Investment”), at a price per share/unit equal to the most recently determined NAV of the Class E shares or Class E units, as applicable.”

North Haven Net REIT entered into Amended and Restated Limited Partnership Agreement with Net REIT Special Limited Partner LP and other limited partners (effective 2024-04-01).

“On April 1, 2024, the Operating Partnership entered into that Amended and Restated Limited Partnership Agreement, by and among the Company, as the general partner, Net REIT Special Limited Partner LP, a Delaware limited partnership (the “Special Limited Partner”), and the other limited partners party thereto from time to time (the “Operating Partnership Agreement”).”

North Haven Net REIT entered into Advisory Agreement with MSREF Real Estate Advisor, Inc. (effective 2024-04-01).

“On April 1, 2024, North Haven Net REIT, a Maryland statutory trust (the “Company”), entered into an advisory agreement (the “Advisory Agreement”), with NH Net REIT Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and MSREF Real Estate Advisor, Inc. (the “Adviser”), pursuant to which the Adviser has the authority to source, evaluate and monitor the Company’s investment opportunities and make decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of trustees (the “Board”).”

Solventum Corp entered into Separation and Distribution Agreement and related agreements with 3M Company valued at Entry into multiple separation-related agreements including Separation and Distribution Agreement, T (effective 2024-03-31).

“On March 31, 2024, Solventum Corporation (“Solventum”) entered into several agreements with 3M Company (“3M”) in connection with the spin-off of 3M’s health care business (the “Separation”) through the pro rata distribution of 80.1% of the issued and outstanding shares of common stock, par value $0.01 per share, of Solventum to 3M’s stockholders of record as of the close of business on March 18, 2024 (the “Distribution”).”

PHINIA INC. amended Amendment No. 1 to Credit Agreement (effective 2024-04-04).

“On April 4, 2024, the Company, as borrower, and certain subsidiaries of the Company, each acting as guarantors, entered into the Amendment No. 1 to Credit Agreement (the “Credit Agreement Amendment”).”

PHINIA INC. entered into Indenture with U.S. Bank Trust Company, National Association valued at $525 million aggregate principal amount of 6.75% Senior Secured Notes due 2029 (effective 2024-04-04).

“On April 4, 2024, PHINIA Inc. (the “Company”) issued $525 million aggregate principal amount of 6.75% Senior Secured Notes due 2029 (the “notes”) pursuant to an indenture (the “Indenture”) among the Company, as issuer, certain subsidiaries of the Company named as guarantors, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent.”

INSPIRE VETERINARY PARTNERS, INC. entered into Purchase Agreement with certain investors valued at each for $250,000 (effective 2024-03-28).

“On March 28, Inspire Veterinary Partners, Inc. (the “Company”) entered into a securities purchase agreement (each a “Purchase Agreement”) with certain investors.”

Granite Ridge Resources, Inc. amended Third Amendment with Bank of America, N.A. valued at $300.0 million (effective 2024-04-01).

“On April 1, 2024 (the “Amendment Date”), Granite Ridge Resources, Inc., a Delaware corporation (the “Company”), entered into the Resignation, Appointment, Assignment and Third Amendment to Credit Agreement (the “Third Amendment”) amending the Company’s existing Credit Agreement, dated as of October 24, 2022, by and among the Company, as borrower, Texas Capital Bank, as resigning administrative agent, Bank of America, N.A. (“Bank of America”), as successor administrative agent, and the lenders from time to time party thereto (as amended or modified prior to the Amendment Date, the “Existing Credit Agreement”).”

Blue Owl Technology Finance Corp. II entered into Base Indenture with Deutsche Bank Trust Company Americas (effective 2024-04-04).

“The Notes were issued pursuant to an Indenture dated as of April 4, 2024 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas (the “Trustee”), and a First Supplemental Indenture, dated as of April 4, 2024 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.”

Blue Owl Technology Finance Corp. II entered into Registration Rights Agreement with Mizuho Securities USA LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc., as representatives of the Initial Purchasers (effective 2024-04-04).

“In connection with the offering, the Company entered into a Registration Rights Agreement, dated as of April 4, 2024 (the “Registration Rights Agreement”), with Mizuho Securities USA LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc., as representatives of the Initial Purchasers.”