Material Agreements

Smart Powerr Corp. entered into Placement Agency Agreement with Univest Securities, LLC (effective 2026-05-19).

“On May 19, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (“ Univest ” or the “Placement Agent”), pursuant to which the Company engaged Univest as the exclusive placement agent in connection with the Offering.”

Smart Powerr Corp. entered into Purchase Agreement with certain institutional investors (effective 2026-05-19).

“On May 19, 2026, Smart Powerr Corp., a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors named thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”) of an aggregate of 4,500,000 shares of common stock (the “Common Stock”) of the Company, par value $0.001 per share (the “Shares”), at a purchase price of $0.45 per share.”

Starfighters Space, Inc. entered into Securities Purchase Agreement with certain institutional investors valued at $17,499,994.65 (effective 2026-05-22).

“On May 22, 2026, Starfighters Space, Inc., a Delaware corporation (the " Company "), entered into a securities purchase agreement (the " Securities Purchase Agreement ") with certain institutional investors (the " Purchasers "), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement an aggregate of 5,223,879 shares of common stock of the Company, par value $0.00001 per share (the " Common Stock " and such shares, the " Shares "), at a price of $3.35 per Share (the " Private Placement ").”

Talen Energy Corp amended Amended Credit Agreement (effective 2026-05-20).

“On May 20, 2026, Talen Energy Supply, LLC (the “Borrower”), a direct subsidiary of Talen Energy Corporation (the “Company”), amended its credit agreement (as amended, the “Amended Credit Agreement”).”

Veritone, Inc. entered into Sales Agreement with UBS Securities LLC, Needham & Company, LLC and Craig-Hallum Capital Group LLC valued at $50.0 million (effective 2026-05-21).

“On May 21, 2026, Veritone, Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with UBS Securities LLC, Needham & Company, LLC and Craig-Hallum Capital Group LLC, as sales agents (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell from time to time, at its option, shares of the Company’s common stock through the Sales Agents.”

NKGen Biotech, Inc. entered into Voting Agreement with AlpineBrook Capital GP I Limited, Graf Acquisition Partners IV LLC, NKGen Biotech Korea Co., Ltd., and Paul Song (effective 2026-05-15).

“the Company, the Lender, Graf Acquisition Partners IV LLC, NKGen Biotech Korea Co., Ltd., and Paul Song entered into a Voting Agreement, dated May 15, 2026 (the “ Voting Agreement ”)”

SharonAI Holdings Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $350 million aggregate principal amount of 6.00% Convertible Senior Notes due 2031 (effective 2026-05-18).

“On May 18, 2026, the Company issued the Notes in the Offering certain qualified institutional buyers (the “Purchasers”) who executed the Purchase Agreement pursuant to the terms and conditions of an Indenture (the “Indenture”) dated May 18, 2026 among the Company, certain of the Company’s material subsidiaries named in the Indenture (the Subsidiary Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”).”

SharonAI Holdings Inc. entered into 6.00% Convertible Senior Notes due 2031 and Indenture with certain qualified institutional buyers valued at $350 million aggregate principal amount (effective 2026-04-26).

“On April 28, 2026, SharonAI Holdings Inc. (the “Company”) filed a Current Report on Form 8-K disclosing the entry into a Securities Purchase Agreement (the “Purchase Agreement”) dated April 26, 2026 with certain qualified institutional buyers relating to the private offering (the “Offering”) of $350 million aggregate principal amount of the Company’s 6.00% Convertible Senior Notes due 2031 (the “Notes”).”

Relay Therapeutics, Inc. entered into Underwriting Agreement with Jefferies LLC and TD Securities (USA) LLC, as representatives of the several underwriters valued at approximately $296.8 million (effective 2026-05-20).

“On May 20, 2026, Relay Therapeutics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC and TD Securities (USA) LLC, as representatives of the several underwriters listed on Schedule 1 thereto (collectively, the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 22,916,667 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $12.00 per share.”

SEACOR Marine Holdings Inc. amended Letter Agreement with an affiliate of EnTrust Global valued at $13.7 million (effective 2026-05-20).

“On May 20, 2026, SEACOR Marine Holdings Inc. (the “Company”), as parent guarantor, and SEACOR Marine Foreign Holdings Inc., as borrower and wholly-owned subsidiary of the Company (“SMFH”), entered into a letter agreement (“Letter Agreement”) for the purposes of modifying that certain credit agreement, dated as of November 27, 2024, among the Company, SMFH, certain other wholly-owned subsidiaries of the Company, as subsidiary guarantors, an affiliate of EnTrust Global, as lender, Kroll Agency Services Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee (the “2024 Credit Agreement”).”

Hims & Hers Health, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $402.5 million aggregate principal amount (effective 2026-05-21).

“the Notes were issued pursuant to, and are governed by, an indenture (the “ Indenture ”), dated as of May 21, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee”

First National Master Note Trust entered into Underwriting Agreement with First National Funding LLC, First National Bank of Omaha, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and BMO Capital Markets Corp. (effective 2026-05-20).

“First National Funding LLC (“Funding”) entered into an Underwriting Agreement, dated May 20, 2026 (“Underwriting Agreement”), among Funding, First National Bank of Omaha, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and BMO Capital Markets Corp. relating to the Class A Series 2026-1 Asset Backed Notes (the “Offered Notes”)”

HCW Biologics Inc. entered into Securities Purchase Agreement with certain accredited investors valued at aggregate gross proceeds of approximately $4.0 million (effective 2026-05-21).

“On May 21, 2026, HCW Biologics Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell an aggregate of 2,846,975 units”

TRACTOR SUPPLY CO /DE/ entered into Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as Administrative Agent valued at $1.30 billion (effective 2026-05-19).

“On May 19, 2026, Tractor Supply Company (the “Company”) entered into an Amended and Restated Credit Agreement, by and among the Company, as Borrower, certain lenders, and Wells Fargo Bank, National Association, as Administrative Agent (the “Amended Credit Agreement”).”

Kraft Heinz Co entered into Fourteenth Supplemental Indenture with Deutsche Bank Trust Company Americas valued at €500,000,000 in aggregate principal amount of its 3.500% Senior Notes due 2031 and €500,000,000 in a (effective 2026-05-21).

“On May 21, 2026, Kraft Heinz Foods Company (the “Issuer”), a 100% owned operating subsidiary of The Kraft Heinz Company (the “Guarantor”), issued €500,000,000 in aggregate principal amount of its 3.500% Senior Notes due 2031 (the “2031 Notes”) and €500,000,000 in aggregate principal amount of its 3.950% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) pursuant to an effective shelf registration statement on Form S-3ASR (Registration No. 333-284906), filed by the Issuer and the Guarantor with the Securities and Exchange Commission (the “SEC”) on February 13, 2025.”

ONTO INNOVATION INC. entered into Indenture with U.S. Bank Trust Company, National Association valued at $1,500,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (effective 2026-05-21).

“On May 21, 2026, Onto Innovation Inc. (the “Company”) issued $1,500,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”). The Notes were issued pursuant to an Indenture, dated May 21, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).”

Hoth Therapeutics, Inc. entered into VCU License Agreements with Virginia Commonwealth University Intellectual Property Foundation (effective 2026-05-15).

“On May 15, 2026 (the "Effective Date"), Rocket One Inc. (“Rocket One”), a newly formed subsidiary of Hoth Therapeutics, Inc. (the “Company”), entered into two exclusive license agreements (collectively, the “VCU License Agreements”) with the Virginia Commonwealth University Intellectual Property Foundation (“VCU”) as further described below.”

Victory Capital Holdings, Inc. amended Seventh Amendment to Credit Agreement with Bank of America, N.A. (effective 2026-05-18).

“On May 18, 2026, Victory Capital Holdings, Inc., a Delaware corporation (the “ Company ”), entered into the Seventh Amendment to Credit Agreement (the “ Seventh Amendment ”), among the Company, the other loan parties party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent”

Trinity Capital Inc. entered into Underwriting Agreement with Keefe, Bruyette & Woods, Inc. and MUFG Securities Americas Inc., as representatives of the several underwriters valued at $300,000,000 aggregate principal amount (effective 2026-05-19).

“On May 19, 2026, Trinity Capital Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Keefe, Bruyette & Woods, Inc. and MUFG Securities Americas Inc., as representatives of the several underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), in connection with the issuance and sale of $300,000,000 aggregate principal amount of the Company’s 7.000% Notes due 2031 (the “Notes”).”

GATX CORP amended Amendment No. 1 with the banks, financial institutions and other institutional lenders parties thereto, and Citibank, N.A., as administrative agent (effective 2026-05-21).

“On May 21, 2026, GATX Corporation (the “Company”) entered into Amendment No. 1 (the “Amendment”) among the Company, the banks, financial institutions and other institutional lenders parties thereto, and Citibank, N.A., as administrative agent, to its existing Five Year Credit Agreement”

ADDENTAX GROUP CORP. entered into Share Exchange Agreement with Yingxi Industrial Chain Investment Co., Ltd, Riches Family Office Limited, Riches FO Holdings Limited, Mr. Wu Rui (effective 2026-05-15).

“On May 15, 2026, Addentax Group Corp., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Yingxi Industrial Chain Investment Co., Ltd (“Yingxi”), a wholly owned subsidiary of the Company incorporated under the laws of Hong Kong, Riches Family Office Limited, a company incorporated under the laws of Hong Kong (the “Target”), Riches FO Holdings Limited (“Riches FO”), a company incorporated under the laws of Hong Kong and the sole shareholder of the Target, and Mr. Wu Rui, our Chief Operating Officer and the sole shareholder of Riches FO.”

QT IMAGING HOLDINGS, INC. entered into Underwriting Agreement with Ladenburg Thalmann & Co. Inc. valued at $10 million (effective 2026-05-15).

“Underwriting Agreement, dated May 15, 2026, by and between QT Imaging Holdings, Inc. and Ladenburg Thalmann & Co. Inc. as representative of the several underwriters named therein.”

Blue Owl Capital Corp entered into Eleventh Supplemental Indenture with Deutsche Bank Trust Company Americas valued at $400,000,000 aggregate principal amount (effective 2026-05-21).

“On May 21, 2026, Blue Owl Capital Corporation (the “Company”) and Deutsche Bank Trust Company Americas (the “Trustee”), entered into an Eleventh Supplemental Indenture (the “Eleventh Supplemental Indenture”) to the Indenture, dated as of April 10, 2019, between the Company and the Trustee (the “Base Indenture”, and together with the Eleventh Supplemental Indenture, the “Indenture”), relating to the Company’s $400,000,000 aggregate principal amount of its 6.300% notes due 2031 (the “Notes”).”

Lumen Technologies, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $1.00 billion aggregate principal amount (effective 2026-05-21).

“entered into an indenture (the “Indenture”) with U.S. Bank Trust Company, National Association, as trustee, dated May 21, 2026, which sets forth the terms of the Notes”

Direct Digital Holdings, Inc. amended Letter Agreement with Roth Principal Investments, LLC (effective 2026-05-18).

“On May 18, 2026, the Company entered into a letter agreement (the “ Letter Agreement ”) with Roth Principal Investments, LLC (“ Roth Principal Investments ”) with respect to the Common Stock Purchase Agreement”

Direct Digital Holdings, Inc. amended Twelfth Amendment and Waiver to Term Loan and Security Agreement with Lafayette Square Loan Servicing, LLC (effective 2026-05-15).

“On May 15, 2026, Direct Digital Holdings, LLC (“ DDH LLC ”), as borrower, entered into the Twelfth Amendment and Waiver to Term Loan and Security Agreement”

Research Alliance Corp III entered into Letter Agreement with Research Alliance Holdings III LLC (the "Sponsor") and each of the officers and directors of the Company (effective 2026-05-19).

“A Letter Agreement, dated May 19, 2026, by and among the Company, the Sponsor, and each of the officers and directors of the Company”

Research Alliance Corp III entered into Registration and Shareholder Rights Agreement with Research Alliance Holdings III LLC (the "Sponsor") and the other parties thereto (effective 2026-05-19).

“A Registration and Shareholder Rights Agreement, dated May 19, 2026, by and among the Company, Research Alliance Holdings III LLC (the “Sponsor”) and the other parties thereto”

Research Alliance Corp III entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2026-05-19).

“An Investment Management Trust Agreement, dated May 19, 2026, between the Company and Continental Stock Transfer & Trust Company, which establishes the trust account that will hold the net proceeds of the IPO”

Research Alliance Corp III entered into Private Placement Shares Purchase Agreement with Research Alliance Holdings III LLC (the "Sponsor") (effective 2026-05-19).

“A Private Placement Shares Purchase Agreement, dated May 19, 2026, between the Company and the Sponsor, pursuant to which the Sponsor agreed to purchase 275,000 Class A ordinary shares (the “Private Placement Shares”) in a private placement by the Company at a price of $10.00 per Private Placement Share”

Research Alliance Corp III entered into Underwriting Agreement with Leerink Partners LLC (effective 2026-05-19).

“An Underwriting Agreement, dated May 19, 2026, between the Company and Leerink Partners LLC, as sole bookrunning manager of the offering”

Exeter Select Automobile Receivables Trust 2026-1 entered into Underwriting Agreement with Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC (effective 2026-05-19).

“On May 19, 2026, EFCAR and Exeter Finance LLC (“Exeter”) entered into an Underwriting Agreement, dated as of May 19, 2026 (the “Underwriting Agreement”), with Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC , acting on behalf of themselves and as representatives of the several underwriters named therein, for the sale of certain of the Notes.”

CNH Equipment Trust 2026-B entered into a underwriting with Wells Fargo Securities, LLC, Rabo Securities USA, Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc. valued at $190,000,000 of Class A-1 Asset Backed Notes, $246,540,000 of Class A-2a and $105,660,000 of Class A (effective 2026-05-27).

“On or about May 27, 2026, CNH Equipment Trust 2026-B (the “Trust”) will publicly issue $190,000,000 of Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $246,540,000 of Class A-2a and $105,660,000 of Class A-2b Asset Backed Notes (together, the “Class A-2 Notes”), $302,200,000 of Class A-3 Asset Backed Notes (the “Class A-3 Notes”), and $63,280,000 of Class A-4 Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2 Notes, and the Class A-3 Notes, the “Notes”)”

Carvana Auto Receivables Trust 2026-P2 entered into Underwriting Agreement with Citigroup Global Markets Inc., as an underwriter and as representative of the several underwriters identified therein valued at $1,100,390,000 (effective 2026-05-19).

“On May 19, 2026, Carvana Receivables Depositor LLC (the “ Depositor ”) and Carvana, LLC (“ Carvana ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with Citigroup Global Markets Inc., as an underwriter and as representative of the several underwriters identified therein, for the sale of certain amounts of the following classes of notes to be issued by Carvana Auto Receivables Trust 2026-P2 (the “ Issuing Entity ”): Class A-1 Asset Backed Notes, Class A-2 Asset Backed Notes, Class A-3 Asset Backed Notes, Class A-4 Asset Backed Notes, Class B Asset Backed Notes, Class C Asset Backed Notes and Class D Asset Backed Notes (collectively, the “ Publicly Registered Notes ”).”

AIM ImmunoTech Inc. entered into Purchase Agreement with institutional investors valued at approximately $2.4 million (effective 2026-05-20).

“On May 20, 2026, AIM ImmunoTech Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell to such investors in a registered direct offering 7,519,351 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, at an offering price of $0.325 per share (such registered direct offering, the “Registered Offering”).”

JUPITER NEUROSCIENCES, INC. entered into Placement Agent Agreement with D. Boral Capital LLC valued at 7.0% of the gross proceeds (effective 2026-05-20).

“On May 20, 2026, the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with D. Boral Capital LLC (“D. Boral”) pursuant to which the Company engaged D. Boral as the placement agent (the “Placement Agent”) in connection with the Offering.”

JUPITER NEUROSCIENCES, INC. entered into Securities Purchase Agreement with the investors named therein valued at approximately $2.0 million (effective 2026-05-20).

“On May 20, 2026, Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors named therein (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), 7,142,858 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”), at a price of $0.28 per share, for aggregate gross proceeds to the Company of approximately $2.0 million before deducting the placement agent’s fees and related offering expenses.”

Greenland Mines Ltd entered into Agreement and Plan of Merger with Neo North Star Resources, Inc, a Delaware corporation ("Neo North Star") and the stockholders of Neo North Star valued at $35,000,000 payable in the form of $20,000,000 in cash and $15,000,000 in newly issued shares (effective 2026-05-20).

“On May 20, 2026, Greenland Mines Ltd (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neo North Star Resources, Inc, a Delaware corporation (“Neo North Star”) and the stockholders of Neo North Star.”

Amanat Acquisition Corp. entered into Private Placement Shares Purchase Agreement with Amanat Sponsor Holdings LLC (effective 2026-05-18).

“A Private Placement Shares Purchase Agreement, dated May 18, 2026 (the “ Private Placement Shares Purchase Agreement ”), between the Company and the Sponsor”

Amanat Acquisition Corp. entered into Underwriting Agreement with Leerink Partners LLC (effective 2026-05-18).

“n April 17, 2026 (as amended, the “ Registration Statement ”): ● An Underwriting Agreement, dated May 18, 2026, between the Company and Leerink Partners LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.”

Crown PropTech Acquisitions amended Amendment No. 2 to the Business Combination Agreement with Mkango Rare Earths Limited (effective 2026-05-20).

“greement”) with Mkango Rare Earths Limited (f/k/a Lancaster Exploration Limited), a company organized under the laws of the British”

Co-Diagnostics, Inc. entered into Securities Purchase Agreement with certain institutional and accredited investors valued at aggregate gross proceeds of $3.0 million (effective 2026-05-19).

“On May 19, 2026, Co-Diagnostics, Inc. (the “Company”), entered into a private placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Purchasers”) for aggregate gross proceeds of $3.0 million”

HawkEye 360, Inc. terminated Mezzanine Loan and Security Agreement with First-Citizens Bank & Trust Company with First-Citizens Bank & Trust Company, as agent (effective 2026-05-18).

“and the Mezzanine Loan and Security Agreement with First-Citizens Bank & Trust Company, as agent (the “Mezzanine Loan”). Upon such repayment, all commitments under each of the Senior Term Loan and the Mezzanine Loan were terminated”

HawkEye 360, Inc. terminated Third Amended and Restated Loan and Security Agreement with Silicon Valley Bank with Silicon Valley Bank (effective 2026-05-18).

“On May 18, 2026, the Company repaid in full all outstanding borrowings under the Third Amended and Restated Loan and Security Agreement with Silicon Valley Bank (the “Senior Term Loan”)”

HawkEye 360, Inc. entered into Credit Agreement with Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer valued at $125.0 million (effective 2026-05-19).

“On May 19, 2026, HawkEye 360, Inc. (the “Company”) entered into a new revolving credit agreement (the “Credit Agreement”) by and among the Company, certain subsidiaries of the Company party thereto as guarantors, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.”

ERP OPERATING LTD PARTNERSHIP entered into Agreement and Plan of Merger with AvalonBay Communities, Inc. (effective 2026-05-20).

“On May 20, 2026, Equity Residential, a Maryland real estate investment trust (“Equity Residential”), and ERP Operating Limited Partnership, an Illinois limited partnership (the “ERP Operating Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among AvalonBay Communities, Inc., a Maryland corporation (“AvalonBay”), Equity Residential, the ERP Operating Partnership and Canopy Merger Sub LLC, a Maryland limited liability company and a direct wholly owned subsidiary of Equity Residential (“Merger Sub”).”

NOCOPI TECHNOLOGIES INC/MD/ entered into Stock Purchase Agreements with various institutional investors valued at $400,000 (effective 2026-05-18).

“On May 18, 2026, the Company entered into Stock Purchase Agreements (the “ Stock Purchase Agreements ”), by and between the Company and various institutional investors (the “ Investors ”).”

NOCOPI TECHNOLOGIES INC/MD/ entered into Asset Purchase Agreement with Polymeric Nocopi LLC, Polymeric U.S., Inc., Savara Capital valued at $2,650,000 (effective 2026-05-18).

“On May 18, 2026, Nocopi Technologies, Inc., a Maryland corporation (the “ Company ”), entered into an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with Polymeric Nocopi LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“ Purchaser ”), Polymeric U.S., Inc., a Missouri corporation (the “ Seller ”) and Savara Capital, a Mauritius limited company and the sole shareholder of the Seller (“ Owner ”)”

Skillsoft Corp. entered into Sale and Purchase Agreement with EHJob GP LLC valued at $10,000,000 (effective 2026-05-20).

“On May 20, 2026, Skillsoft Corp., a Delaware corporation (“Skillsoft”), entered into a Sale and Purchase Agreement, (the “SPA”), by and between GK Holdings, Inc, a Delaware corporation and wholly-owned subsidiary of Skillsoft (“Seller”) and EHJob GP LLC, a Delaware limited liability company (“Purchaser”)”