Material Agreements

BIORA THERAPEUTICS, INC. entered into Registration Rights Agreement with the Purchaser (effective 2024-03-12).

“Also on the Closing Date, in connection with the Debt Exchange Transactions, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchaser, which provides that the Company will register the resale of all shares of Common Stock issuable upon conversion or exercise of, or otherwise issuable pursuant to, the Notes or the Warrants issued pursuant to the Note Exchange Agreement or the Note Purchase Agreement”

BIORA THERAPEUTICS, INC. entered into Note Purchase Agreement with the investor named therein (the “Purchaser”) valued at $2,812,500 (effective 2024-03-08).

“The Company also entered into a note purchase agreement (the “Note Purchase Agreement”), dated March 8, 2024, with the investor named therein (the “Purchaser”). Pursuant to the Note Purchase Agreement, the Purchaser agreed to purchase $2,812,500 in aggregate principal amount of additional Notes from the Company for cash at par value.”

BIORA THERAPEUTICS, INC. entered into Note Exchange Agreement with a holder of the Company’s 7.25% Convertible Senior Notes due 2025 valued at $5,625,000 (effective 2024-03-08).

“The Company entered into an exchange agreement (the “Note Exchange Agreement”), dated March 8, 2024, with a holder of the Company’s 7.25% Convertible Senior Notes due 2025 (the “Existing Notes”), pursuant to which the Company agreed to acquire an aggregate of $5,625,000 of the Company’s Existing Notes from the holder in exchange for (i) $3,825,000 in aggregate principal amount of 11.00% / 13.00% Convertible Senior Secured Notes due 2028 (the “Notes”), and (ii) accrued and unpaid interest on the Existing Notes exchanged to, but excluding, the Closing Date.”

Akari Therapeutics Plc entered into Purchase Agreement with certain existing investors valued at approximately $1,615,000 (effective 2024-03-11).

“On March 11, 2024, Akari Therapeutics, Plc (the “ Company ”) entered into a definitive agreement (the “ Purchase Agreement ”) with certain existing investors, pursuant to which the Company agreed to sell and issue in a private placement (the “ Private Placement ”) approximately $1,615,000 of unregistered American Depository Shares (“ ADSs ”)”

Propanc Biopharma, Inc. entered into Purchase Agreement with an investor valued at $50,000 (effective 2024-03-05).

“Effective March 5, 2024, Propanc Biopharma, Inc. (the “Company”) entered into and closed a securities purchase agreement (the “Purchase Agreement”) with an investor (the “Investor”), pursuant to which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $50,000”

PetVivo Holdings, Inc. terminated ATM Agreement with ThinkEquity LLC valued at up to $2,500,000 (effective 2024-03-07).

“PetVivo Holdings, Inc. (the “Company”) and ThinkEquity, LLC mutually agreed to terminate the ATM Sales Agreement, dated as of August 23, 2023 (the “ATM Agreement”) between the Company and with ThinkEquity LLC (the “Agent”), effective as of March 7, 2024.”

Nixxy, Inc. amended Job Mobz Amendment with Job Mobz valued at one hundred thousand ($100,000) (effective 2024-03-07).

“On March 7, 2024, Job Mobz and the Company entered into an Amendment to the Asset Purchase Agreement (Exhibit 2.1) (“Job Mobz Amendment”).”

Scorpius Holdings, Inc. entered into Underwriting Agreement with ThinkEquity, LLC valued at $1.5 million (effective 2024-03-07).

“On March 7, 2024, Scorpius Holdings, Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”) with ThinkEquity, LLC, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell (the “Offering”) 10,000,000 shares (the “Shares”) of its common stock (the “Common Stock”), par value $0.0002 per share, at a price of $0.15 per share.”

Auto Parts 4Less Group, Inc. entered into NIM Agreement with North Industrial Machine, LLC valued at 54,997,800 shares of common stock for cancellation of $549,978 of indebtedness (effective 2024-03-07).

“On March 7, 2024, the Company entered into an Exchange Agreement (the “NIM Agreement”) with North Industrial Machine, LLC (“NIM”).”

Auto Parts 4Less Group, Inc. entered into Salzano Agreement with Sergio and Cheryl Salzano Family Trust valued at 64,590,000 shares of common stock for cancellation of $645,900 of indebtedness (effective 2024-03-06).

“On March 6, 2024, Auto Parts 4 Less Group, Inc., a Nevada corporation (the “Company”), entered into an Exchange Agreement (the “Salzano Agreement”) with Sergio and Cheryl Salzano Family Trust (“Salzano”).”

TANDEM DIABETES CARE INC entered into Indenture with U.S. Bank Trust Company, National Association valued at $316.25 million aggregate principal amount (effective 2024-03-08).

“Indenture and Notes On March 8, 2024, Tandem Diabetes Care, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $316.25 million aggregate principal amount of 1.50% Convertible Senior Notes due 2029”

Zerify, Inc. entered into Series D Exchange Agreement with Walleye Opportunities Master Fund Ltd. (effective 2024-02-26).

“on February 26, 2024, the Company entered into an exchange agreement (the “Series D Exchange Agreement”) with existing an existing investor, whereby the Company is to issue 460 shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”) in exchange for 1,838,800,003 issued and outstanding warrants.”

Zerify, Inc. entered into Series C Exchange Agreements (effective 2024-02-27).

“On February 27, 2024, Zerify, Inc., a Wyoming corporation (the “Company”), entered into seven separate exchange agreements (collectively, the “Series C Exchange Agreements”) with existing investors, whereby the Company is to issue a total of 5,496 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) in exchange for a total of 11,234,924,850 issued and outstanding warrants and a $1,000,000 promissory note.”

Unique Logistics International, Inc. amended Amended Original Seller Note with Unique Logistics Holdings Limited valued at $1,053,000 (effective 2024-03-06).

“Additionally, on March 6, 2024, the Company and ULHL amended the Original Seller Note (the “ Amended Original Seller Note ”), which extended the maturity date thereof from the second anniversary of the date of the Note to June 30, 2025 and increased the principal amount of the Note to $1,053,000.”

Unique Logistics International, Inc. amended Second Amended Second Net Assets Note with Unique Logistics Holdings Limited (effective 2024-03-05).

“On March 5, 2024, the Company and ULHL further amended the Amended Second Net Assets Note (the “ Second Amended Second Net Assets Note ”), which extended the maturity date thereof from March 31, 2025 to June 30, 2025.”

Unique Logistics International, Inc. entered into Note 12 with Unique Logistics Holdings Limited valued at $3,400,000 (effective 2024-03-05).

“On March 5, 2024, the Company and ULHL agreed to cancel, replace and supersede Note 9, in its entirety, in favor of (i) a promissory note in the aggregate principal amount of $2,500,000 (“ Note 11 ”) and (ii) a promissory note in the aggregate principal amount of $3,400,000 (“ Note 12 ”).”

Unique Logistics International, Inc. entered into Note 11 with Unique Logistics Holdings Limited valued at $2,500,000 (effective 2024-03-05).

“On March 5, 2024, the Company and ULHL agreed to cancel, replace and supersede Note 9, in its entirety, in favor of (i) a promissory note in the aggregate principal amount of $2,500,000 (“ Note 11 ”) and (ii) a promissory note in the aggregate principal amount of $3,400,000 (“ Note 12 ”).”

Unique Logistics International, Inc. terminated Note 9 with Unique Logistics Holdings Limited valued at $4,500,000 (effective 2024-03-05).

“On March 5, 2024, the Company and ULHL agreed to cancel, replace and supersede Note 9, in its entirety, in favor of (i) a promissory note in the aggregate principal amount of $2,500,000 (“ Note 11 ”) and (ii) a promissory note in the aggregate principal amount of $3,400,000 (“ Note 12 ”).”

Astra Energy, Inc. entered into Joint Venture Agreement with Powertron Global LLC (effective 2024-03-08).

“On March 08, 2024, Astra Energy Inc. (the “ Company ”) entered into a Joint Venture Agreement (the " Agreement ") with Powertron Global LLC (" Powertron ").”

DYADIC INTERNATIONAL INC entered into Securities Purchase Agreement with The Francisco Trust U/A/D February 28, 1996 and immediate family members and family trusts related to Mark Emalfarb valued at $6.0 million (effective 2024-03-08).

“On March 8, 2024, Dyadic International, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company issued 8.0% Senior Secured Convertible Promissory Notes due March 8, 2027 in an aggregate principal amount of $6.0 million (the “Convertible Notes”).”

LEXICON PHARMACEUTICALS, INC. amended Fifth Amendment with Oxford Finance LLC (effective 2024-03-06).

“On March 6, 2024, the Company and one of its subsidiaries entered into a fifth amendment to its loan and security agreement (the “ Fifth Amendment ”) with Oxford Finance LLC and the lenders listed therein modifying the existing financial covenant relating to net sales of INPEFA ® (sotagliflozin).”

LEXICON PHARMACEUTICALS, INC. entered into Preferred Stock Purchase Agreement with certain accredited investors valued at approximately $250 million (effective 2024-03-11).

“On March 11, 2024, Lexicon Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), entered into a Preferred Stock Purchase Agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Purchasers ”).”

UNITED RENTALS NORTH AMERICA INC entered into Indenture with Truist Bank valued at $1,100,000,000 aggregate principal amount (effective 2024-03-11).

“United Rentals (North America), Inc. (“URNA”) completed an offering of $1,100,000,000 aggregate principal amount of its 6.125% Senior Notes due 2034 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Notes were issued pursuant to an indenture, dated as of March 11, 2024 (the “Indenture”), among URNA, United Rentals, Inc. (“URI”), certain domestic subsidiaries of URNA (the “Subsidiary Guarantors” and, together with URI, the “Guarantors”), and Truist Bank, as trustee.”

Strategy Inc entered into Purchase Agreement with Citigroup Global Markets Inc., as representative of the several initial purchasers named therein valued at $800 million (effective 2024-03-05).

“The notes were sold under a purchase agreement, dated as of March 5, 2024, entered into by and between the Company and Citigroup Global Markets Inc., as representative of the several initial purchasers named therein (the “Initial Purchasers”), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).”

Strategy Inc entered into Indenture with U.S. Bank Trust Company, National Association valued at $800 million (effective 2024-03-08).

“On March 8, 2024, the Company entered into an indenture (the “Indenture”) with respect to the notes with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).”

CORE MOLDING TECHNOLOGIES INC amended First Amendment with The Huntington National Bank valued at $5,000,000 (effective 2024-03-07).

“On March 7, 2024, Core Molding Technologies, Inc. (the “Company”) entered into a First Amendment (the “First Amendment”) to the Credit Agreement dated July 22, 2022 (the “Credit Agreement”) with The Huntington National Bank, as administrative agent, sole lead arranger and sole bookrunner, and the lenders from time-to-time party thereto.”

WESCO INTERNATIONAL INC entered into Indenture for 6.375% Senior Notes due 2029 and 6.625% Senior Notes due 2032 with U.S. Bank Trust Company, National Association valued at $900 million 6.375% notes due 2029 and $850 million 6.625% notes due 2032 (effective 2024-03-07).

“On March 7, 2024, WESCO Distribution, Inc. (the “Issuer” or “Wesco Distribution”), a wholly owned subsidiary of WESCO International, Inc. (the “Company” or “WESCO”), completed its previously announced offering (the “Offering”) to eligible purchasers of $900 million aggregate principal amount of 6.375% senior notes due 2029 (the “5-Year Notes”) and $850 million aggregate principal amount of 6.625% senior notes due 2032 (the “8-Year Notes” and, together with the 5-Year Notes, the “Notes”).”

ALBEMARLE CORP entered into Deposit Agreement with Equiniti Trust Company, LLC (effective 2024-03-08).

“the Company entered into a deposit agreement (the “ Deposit Agreement ”), dated March 8, 2024, by and among the Company, Equiniti Trust Company, LLC, as depositary”

ALBEMARLE CORP entered into Articles of Amendment.

“the Company filed articles of amendment (the “ Articles of Amendment ”) to the Company’s Amended and Restated Articles of Incorporation with the State Corporation Commission of the Commonwealth of Virginia”

ALBEMARLE CORP entered into Underwriting Agreement with J.P. Morgan Securities LLC, as representative of the several underwriters (effective 2024-03-05).

“On March 5, 2024, Albemarle Corporation (the “Company”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule 1 thereto”

NN INC entered into Purchase and Sale and Escrow Agreement with Tenet Equity Funding SPE III, LLC valued at $16.8 million (effective 2024-03-05).

“On March 5, 2024, NN, Inc., a Delaware corporation (the "Company"), entered into that certain Purchase and Sale and Escrow Agreement (the “Agreement”) with Tenet Equity Funding SPE III, LLC, a Delaware limited liability company (the “Buyer”), to sell and leaseback (the “Sale Leaseback Transactions”) those certain facilities identified in the Agreement (the “Properties”), which are currently owned by subsidiaries of the Company. The aggregate purchase price for the Properties is $16.8 million”

ENBRIDGE INC entered into Mainline Tolling Settlement with Canada Energy Regulator (effective 2024-03-04).

“On March 4, 2024, the Canada Energy Regulator approved Enbridge Inc.’s (“Enbridge”) Mainline Tolling Settlement (“MTS”), which will be effective until December 31, 2028.”

Seneca Foods Corp amended Third Amendment with Bank of America, N.A., as agent, and the lenders party thereto (effective 2024-03-08).

“On March 8, 2024, Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC, (collectively, the “Borrowers”), Marion Foods, Inc., Portland Food Products Company, and Gray & Company (collectively, the “Guarantors”, and together with the Borrowers, collectively, the “Company”), the financial institutions party thereto from time to time as lenders, Bank of America, N.A., a national banking association, as agent, as issuing bank and as syndication agent and BOFA Securities, Inc., a Delaware corporation, as lead arranger, entered into a Third Amendment (the “Amendment”) to Fourth Amended and Restated Loan and Security Agreement (the “Agreement”).”

PROGRESS SOFTWARE CORP /MA entered into Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Wells Fargo Bank, N.A., Citizens Bank, N.A., PNC Bank, National Association, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, and TD Bank, N.A. valued at $900.0 million (effective 2024-03-07).

“On March 7, 2024, Progress Software Corporation (“ Progress ”) entered into a Fourth Amended and Restated Credit Agreement (the “ Credit Agreement ”) with each of the lenders party thereto (the “ Lenders ”), JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., Citibank, N.A. and Wells Fargo Bank, N.A., as Syndication Agents, Citizens Bank, N.A., PNC Bank, National Association, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, and TD Bank, N.A., as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A. and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, providing for a $900.0 million secured revolving credit facility”

SEKISUI HOUSE U.S., INC. amended Waiver and Consent with U.S. Bank National Association (effective 2024-03-05).

“Effective March 5, 2024, HomeAmerican Mortgage Corporation ("HomeAmerican"), a wholly-owned subsidiary of M.D.C. Holdings, Inc. ("MDC"), entered into a Waiver and Consent with U.S. Bank National Association, as Agent under HomeAmerican’s Amended and Restated Master Repurchase Agreement dated as of September 16, 2016, as amended (the "Repurchase Agreement").”

AVIS BUDGET GROUP, INC. amended Fourth Amended and Restated Series 2015-3 Supplement valued at increased from approximately $287.4 million to $310.0 million (effective 2024-03-04).

“On March 4, 2024 (the “Closing Date”), our Avis Budget Rental Car Funding (AESOP) LLC subsidiary (“ABRCF”) completed an amendment and restatement of its asset-backed variable-funding financing facilities, which provide a portion of the financing for our car rental fleet in the United States.”

AVIS BUDGET GROUP, INC. amended Sixth Amended and Restated Series 2010-6 Supplement valued at increased from approximately $3.24 billion to $4.58 billion (effective 2024-03-04).

“On March 4, 2024 (the “Closing Date”), our Avis Budget Rental Car Funding (AESOP) LLC subsidiary (“ABRCF”) completed an amendment and restatement of its asset-backed variable-funding financing facilities, which provide a portion of the financing for our car rental fleet in the United States.”

HORMEL FOODS CORP /DE/ entered into Underwriting Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters valued at $500,000,000 (effective 2024-03-05).

“On March 5, 2024, Hormel Foods Corporation (the “ Company ”) entered into an Underwriting Agreement (the “ Underwriting Agreement ”) with BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 therein (collectively, the “ Underwriters ”), pursuant to which the Company agreed to issue and sell and the Underwriters have severally agreed to purchase an aggregate principal amount of $500,000,000 principal amount of its 4.800% Notes due 2027 (the “ Notes ”)”

FULLER H B CO entered into Refinancing and Incremental Amendment with JPMorgan Chase Bank, N.A. and the various lenders party thereto valued at Refinancing of existing Term B loans and incremental increase to $994,000,000 aggregate principal (effective 2024-03-04).

“On March 4, 2024, H.B. Fuller Company, a Minnesota corporation (the “Company”), entered into a Refinancing and Incremental Amendment (the “Refinancing and Incremental Amendment”) with JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”), the various lenders party thereto and certain of the Company’s subsidiaries, which amends the Second Amended and Restated Credit Agreement dated as of February 15, 2023, as previously amended, among the Company, the lenders from time to time party thereto and the Administrative Agent (as amended by the Refinancing and Incremental Amendment, the “Credit Agreement”).”

MARZETTI CO terminated Old Credit Agreement with JPMorgan Chase Bank, N.A. as Administrative Agent (effective 2024-03-06).

“On March 6, 2024, upon execution of the New Credit Agreement, the Company entered into an agreement with JPMorgan Chase Bank, N.A. to terminate its existing $150 million credit agreement (the “Old Credit Agreement”) dated March 19, 2020, as amended, between the Company, the Lenders party thereto (as defined in the Old Credit Agreement), and JPMorgan Chase Bank, N.A. as Administrative Agent.”

MARZETTI CO entered into New Credit Agreement with JPMorgan Chase Bank, N.A. as Administrative Agent valued at $150 million (effective 2024-03-06).

“On March 6, 2024, Lancaster Colony Corporation (the “Company”) entered into a new $150 million credit agreement (the “New Credit Agreement”) with the Lenders named in the New Credit Agreement and JPMorgan Chase Bank, N.A. as Administrative Agent.”

Sharplink, Inc. entered into Exchange Agreement with Alpha (effective 2024-03-06).

“r the “Company”), issued a warrant to Alpha Capital Anstalt (“Alpha”) to purchase 880,000 common shares (as adjusted for the 1-for-10 -reverse stock split) of the Company (the “2023 Warrant”).”

Sharplink, Inc. entered into Settlement Agreement with Alpha Capital Anstalt (effective 2024-01-19).

“r the “Company”), issued a warrant to Alpha Capital Anstalt (“Alpha”) to purchase 880,000 common shares (as adjusted for the 1-for-10 -reverse stock split) of the Company (the “2023 Warrant”).”

HPS Corporate Capital Solutions Fund entered into Facility Agreement with Steamboat SPV LLC (effective 2024-03-06).

“On March 6, 2024, HPS Corporate Capital Solutions Fund (the “ Fund ”) entered into a facility agreement with Steamboat SPV LLC (the “ Financing Provider ”), a special purpose vehicle organized by Cliffwater LLC (the “ Facility Agreement ”).”

Nova Vision Acquisition Corp amended Amendment No. 3 with Real Messenger Holdings Limited (effective 2024-03-07).

“y and between NOVA and Real Messenger Holdings Limited, a Cayman Islands exempted company (the “ Company ”). On June 29, 2023, Real Messenger Corporation, a Cayman Islands exempted company wholly owned subsidiary of Parent (“ Purchaser ”),”

Marpai, Inc. entered into Securities Purchase Agreement with HillCour Investment Fund, LLC valued at $1.65 per share (effective 2024-03-07).

“On March 7, 2024, Marpai Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with HillCour Investment Fund, LLC, an entity controlled by the Company’s Chief Executive Officer, Damien Lamendola, pursuant to which the Company agreed to issue and sell 910,000 shares of its Class A common stock (the “Common Stock”) in a private placement, at a purchase price of $1.65 per share”

SoFi Technologies, Inc. entered into Indenture with U.S. Bank Trust Company, National Association (effective 2024-03-08).

“The notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 8, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee”

Academy Sports & Outdoors, Inc. amended ABL Amendment with JPMorgan Chase Bank, N.A. (effective 2024-03-08).

“On March 8, 2024 Academy, Ltd. (“Academy”), a wholly-owned subsidiary of Academy Sports and Outdoors, Inc. (the “Company”), as borrower, New Academy Holding Company, LLC, Associated Investors, L.L.C. and Academy Managing Co., L.L.C., each a direct or indirect, wholly-owned subsidiary of the Company, as guarantors, entered into an amendment (the “ABL Amendment”) to the First Amended and Restated ABL Credit Agreement, dated as of July 2, 2015, with JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent, letter of credit issuer and swingline lender, and the several lenders party thereto”

MP Materials Corp. / DE entered into Capped Call Transactions with certain financial institutions (collectively, the 'Counterparties') valued at approximately $65.3 million (effective 2024-03-04).

“On March 6, 2024, in connection with the Initial Purchasers’ exercise of their option to purchase the Additional Notes, the Company entered into privately negotiated additional capped call transactions (the “Additional Capped Call Transactions,” and together with the Base Capped Call Transactions, the “Capped Call Transactions”) with the Counterparties.”

MP Materials Corp. / DE entered into Indenture with U.S. Bank Trust Company, National Association (effective 2024-03-07).

“The Company issued the Notes under an indenture, dated as of March 7, 2024 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).”