Material Agreements

HighPeak Energy, Inc. entered into Sales Agreement with Roth Capital Partners, LLC and USCA Securities LLC valued at up to $150 million (effective 2026-05-06).

“On May 6, 2026, HighPeak Energy, Inc., a Delaware corporation (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC, as lead agent (the “Lead Agent”) and USCA Securities LLC (“USCA,” and together with the Lead Agent, the “Agents” and each, an “Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Agents, shares (“Placement Shares”) of common stock of the Company, $0.0001 par value per share (the “Common Stock”), having an aggregate offering price of up to $150 million (the “ATM Program”).”

MSP Recovery, Inc. entered into Advance Letter with VRM MSP Recovery Partners, LLC valued at $0.1 million (effective 2026-05-01).

“On May 1, 2026, the Company entered into a letter agreement (the “Advance Letter”) with VRM MSP Recovery Partners, LLC (“VRM”), pursuant to which VRM agreed to make available a one-time advance of recovery proceeds of $0.1 million to be used primarily to support the Company’s accounts payables.”

MSP Recovery, Inc. entered into Hazel Letter Agreement with Hazel Partners Holdings LLC valued at $0.1 million (effective 2026-05-01).

“On May 1, 2026, MSP Recovery, Inc. (the “Company”), through its subsidiaries, entered into a letter agreement with Hazel Partners Holdings LLC (“Hazel”), in its capacity as administrative agent and lender under the Company’s existing working capital credit facility (the “Hazel Letter Agreement”) to provide $0.1 million to be used primarily for operating expenses.”

FARMHOUSE, INC. /NV entered into Purchase Agreement with Axiom Holdings Group LLC valued at original principal amount of $2,222,222 (effective 2026-05-04).

“On May 4, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Axiom Holdings Group LLC (the “Investor”), pursuant to which the Company issued a senior unsecured convertible promissory note in the original principal amount of $2,222,222 (the “Note”), representing gross proceeds of $2,000,000 after a ten percent (10%) original issue discount.”

Core Scientific, Inc./tx entered into Indenture with Wilmington Savings Fund Society, FSB valued at $3.3 billion (effective 2026-05-06).

“the Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of May 6, 2026, between the Issuer, Holdco (as defined below), the Subsidiary Guarantors and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”)”

Core Scientific, Inc./tx entered into Merger Agreement with Polar Merger Sub, LLC, Polaris DS LLC, Top Access Enterprises Limited, Altair LLC valued at approximately $421 million in cash (effective 2026-05-05).

“On May 5, 2026, Core Scientific, Inc., a Delaware corporation (the “Company”), entered into an agreement and plan of merger (the “Merger Agreement”) with Polar Merger Sub, LLC, a Nevada limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), Polaris DS LLC, a Nevada limited liability company (the “Target”), Top Access Enterprises Limited, a company organized under the laws of Hong Kong and sole owner of the Target (“Seller”), and solely for the purposes of Article XI (and Article I and Article VII to the extent relating thereto) of the Merger Agreement, Altair LLC, an Oklahoma limited liability company (“Parent Sub”), pursuant to which at the effective time of the statutory merger contemplated thereby, Merger Sub will merge with and into the Target (the “Acquisition”), with the Target surviving as a wholly owned subsidiary of the Company.”

CITIUS ONCOLOGY, INC. entered into Warrant Inducement Agreement with the holder of certain existing warrants valued at approximately $11.5 million (effective 2026-05-05).

“On May 5, 2026, Citius Oncology, Inc. (the “Company”), entered into a warrant inducement agreement (the “Warrant Inducement Agreement”) with the holder of certain existing warrants”

Blaize Holdings, Inc. entered into Warrant Amendment with Polar Multi-Strategy Master Fund and Polar Long/Short Master Fund (effective 2026-05-05).

“On May 5, 2026, the Company entered into Amendment No. 1 to Common Stock Purchase Warrants (the “Warrant Amendment”) with Polar Multi-Strategy Master Fund and Polar Long/Short Master Fund (together, the “Holders”) amending the outstanding warrants to purchase common stock previously issued to Holders to adjust the exercise price from $5.00 per share to $3.00 per share.”

Blaize Holdings, Inc. entered into Underwriting Agreement with Northland Securities, Inc., as representative of the several underwriters valued at $35.0 million (effective 2026-05-05).

“On May 5, 2026, Blaize Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Northland Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale (the “Offering”) of 18,918,918 shares (the “Base Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) at a price to the public of $1.85 per share.”

FibroBiologics, Inc. entered into At The Market Offering Agreement with H.C. Wainwright & Co., LLC (effective 2026-05-01).

“on May 1, 2026, FibroBiologics, Inc. (the “Company”) entered into that certain At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent”)”

FORTRESS CREDIT REALTY INCOME TRUST amended Amended Existing GS Guaranty with Goldman Sachs Bank USA valued at financial covenants amended to require Liquidity of not below the greater of (A) $10,000,000 and (B) (effective 2026-04-30).

“On April 30, 2026, the Company entered into a third amendment to the Guaranty, dated August 16, 2024, and amended on March 18, 2025, May 6, 2025 and November 20, 2025 (the “Amended Existing GS Guaranty”).”

FORTRESS CREDIT REALTY INCOME TRUST amended Amended Existing GS Repurchase Agreement with Goldman Sachs Bank USA valued at financing available increased to aggregate amount not to exceed $1.3 billion during temporary upsize (effective 2026-04-30).

“On April 30, 2026, a subsidiary of Fortress Credit Realty Income Trust (the “Company”), FCR GS Seller I LLC, as seller, and Goldman Sachs Bank USA (“Goldman Sachs”) as purchaser, entered into a fourth amendment to the Master Repurchase Agreement, dated August 16, 2024, and amended on December 18, 2024, May 6, 2025 and November 20, 2025 (together with the related transaction documents, the “Amended Existing GS Repurchase Agreement”).”

Quantum Leap Acquisition Corp entered into Administrative Services Agreement with Paddington Partners 88 LLC (effective 2026-05-04).

“An Administrative Services Agreement, dated May 4, 2026, by and between the Company and Paddington Partners 88 LLC, which is attached as Exhibit 10.7 hereto and incorporated herein by reference.”

Quantum Leap Acquisition Corp entered into Letter Agreement with Company, its officers, its directors and the Sponsor (effective 2026-05-04).

“A Letter Agreement, dated May 4, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.”

Quantum Leap Acquisition Corp entered into Private Placement Units Purchase Agreement with Paddington Partners 88 LLC (effective 2026-05-04).

“A Private Placement Units Purchase Agreement, dated May 4, 2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.”

Quantum Leap Acquisition Corp entered into Registration Rights Agreement with Paddington Partners 88 LLC and A.G.P./Alliance Global Partners (effective 2026-05-04).

“A Registration Rights Agreement, dated May 4, 2026, by and among the Company, Paddington Partners 88 LLC (the “Sponsor”), and A.G.P., as representatives of the several underwriters, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.”

Quantum Leap Acquisition Corp entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2026-05-04).

“An Investment Management Trust Agreement, dated May 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.”

Quantum Leap Acquisition Corp entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2026-05-04).

“A Warrant Agreement, dated May 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.”

Quantum Leap Acquisition Corp entered into Underwriting Agreement with A.G.P./Alliance Global Partners valued at Gross proceeds of $200,000,000 (effective 2026-04-30).

“An Underwriting Agreement, dated April 30, 2026, by and among the Company and A.G.P./Alliance Global Partners (“A.G.P.”), as representatives of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.”

FLOWSERVE CORP entered into Underwriting Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein valued at $500 million aggregate principal amount (effective 2026-05-05).

“On May 5, 2026, Flowserve Corporation, a New York corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein, relating to the offering and sale of $500 million aggregate principal amount of the Company’s 5.700% Senior Notes due 2036 (the “Notes”).”

3M CO entered into Credit Agreement with Morgan Stanley Senior Funding, Inc., Citibank, N.A., U.S. Bank National Association, and certain financial institutions as lenders valued at a $1.43 billion term loan facility (effective 2026-04-30).

“On April 30, 2026 (the “Effective Date”), 3M Company (the “Company”) and its indirect subsidiary Fire Safety Platform Holdco, Inc. (the “Borrower”) entered into a credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc. as administrative agent, sole lead arranger and sole bookrunner, Citibank, N.A. and U.S. Bank National Association as co-syndication agents, and certain financial institutions as lenders.”

CIRRUS LOGIC, INC. entered into Third Amended Credit Agreement with Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto valued at $350 million (effective 2026-05-04).

“On May 4, 2026, Cirrus Logic, Inc. ("Cirrus Logic" or the "Company") entered into a third amended and restated credit agreement (the “Third Amended Credit Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto.”

AMPHENOL CORP /DE/ entered into Underwriting Agreement with Barclays Bank PLC, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, HSBC Bank plc, BNP PARIBAS, J.P. Morgan Securities plc, Mizuho International plc, Standard Chartered Bank, ING Bank N.V., Belgian Branch and Siebert Williams Shank & Co., LLC valued at €600 million aggregate principal amount of the Company’s 3.375% Senior Notes due 2029 and €500 milli (effective 2026-05-05).

“On May 5, 2026, Amphenol Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Barclays Bank PLC, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, HSBC Bank plc, BNP PARIBAS, J.P. Morgan Securities plc, Mizuho International plc, Standard Chartered Bank, ING Bank N.V., Belgian Branch and Siebert Williams Shank & Co., LLC, relating to the offer and sale of €600 million aggregate principal amount of the Company’s 3.375% Senior Notes due 2029 (the “2029 Notes”) and €500 million aggregate principal amount of the Company’s 3.875% Senior Notes due 2034 (the “the 2034 Notes” and, together with the 2029 Notes, the “Notes”).”

E.W. SCRIPPS Co amended Amendment No. 1 valued at up to $200 million (effective 2026-04-30).

“On April 30, 2026, The E.W. Scripps Company (the “Company”) entered into Amendment No. 1 to its credit agreement that extends the July 7, 2027 maturity date of our revolving credit facility.”

ASCENT INDUSTRIES CO. entered into Purchase Agreement with Midwest Graphics Sales Inc. and Sigma Coatings, Inc. valued at $14,000,000 (effective 2026-05-04).

“On May 4, 2026, Ascent Industries Co. (the “Company”) entered into a definitive agreement (the "Purchase Agreement”) with Midwest Graphics Sales Inc., an Illinois corporation and affiliated entity Sigma Coatings, Inc., an Illinois corporation, collectively (“Seller"), pursuant to which the Company purchased substantially all of the assets and certain specified liabilities of Seller for $14,000,000, subject to certain customary adjustments for working capital, transaction expenses, and cash, on the terms and subject to the conditions set forth in the Purchase Agreement (the “Transaction”).”

American Fusion, Inc. entered into "Master Prepaid Common Stock Purchase Warrant Agreement" with a single institutional accredited investor valued at up to $3,000,000 (effective 2026-01-01).

“Between January 1, 2026 and May 1, 2026, American Fusion Inc., a Texas corporation (the “Company”), entered into a Master Prepaid Common Stock Purchase Warrant Agreement (the “Agreement”) with a single institutional accredited investor (the “Investor”), establishing a prepaid warrant financing facility of up to $3,000,000 (the “Facility”).”

SPAR Group, Inc. entered into Settlement Agreement and Release with Robert G. Brown and SPAR Business Services, Inc. (effective 2026-05-01).

“On May 1, 2026, the Company entered into a Settlement Agreement and Release with Robert G. Brown and SPAR Business Services, Inc. allowing for a dismissal of the Arbitration action between the Company and Robert G. Brown.”

PURE BIOSCIENCE, INC. entered into Securities Purchase Agreement with certain accredited investors valued at $1.0 million (effective 2026-04-30).

“On April 30, 2026, PURE Bioscience, Inc. (the “Company”), creator of the patented non-toxic silver dihydrogen citrate (SDC) antimicrobial, completed a closing (the “Closing”) of a private placement financing (the “Private Placement Financing”) to accredited investors (the “Investors”). The Company raised $1.0 million in the Closing”

AMKOR TECHNOLOGY, INC. entered into Indenture with U.S. Bank Trust Company, National Association valued at $1,150,000,000 (effective 2026-05-05).

“On May 5, 2026, Amkor Technology, Inc. (the “Company”) issued $1,150,000,000 aggregate principal amount of its 0.00% Convertible Senior Notes due 2031 (the “Notes”).”

Crexendo, Inc. entered into Credit Agreement with Wells Fargo Bank, National Association valued at up to $5,000,000 revolving line and $5,000,000 term loan (effective 2026-05-01).

“On May 1, 2026, Crexendo, Inc. (the “Company”) entered into a Credit Agreement with Wells Fargo Bank, National Association (the “Credit Agreement”), providing for a revolving line of credit in an aggregate principal amount up to $5,000,000 (the “Line of Credit”) and a term loan in the principal amount of $5,000,000 (the “Term Loan”).”

PRA GROUP INC amended Second A&R European Credit Agreement with the lenders party thereto and DNB Bank ASA as facility agent and security agent valued at €730 million (effective 2026-04-30).

“On April 30, 2026, PRA Group Europe Holding S.à r.l. ("PRA Group Europe Holding"), a wholly-owned subsidiary of PRA Group, Inc. (the “Company”), and its Swiss Branch, PRA Group Europe Holding S.à r.l. ("PRA Group Holding"), Luxembourg, Zug Branch, (together, the "Borrowers"), entered into the Second Amended and Restated Credit Agreement (the "Second A&R European Credit Agreement") with the lenders party thereto ("EU Lenders") and DNB Bank ASA as facility agent and security agent (the "EU Agent"), amending and restating the Company’s existing €730 million European revolving credit facility”

Zoned Properties, Inc. entered into Woodward Agreement with Woodward RE 1 LLC valued at $700,000 (effective 2026-05-01).

“On May 1, 2026, Zoned Properties, Inc. (the “Company”), through its wholly owned subsidiary ZP RE MI Woodward, LLC, a Michigan limited liability company (the “Seller”) entered into and closed on an Agreement of Sale and Escrow Instructions (the “Woodward Agreement”) with Woodward RE 1 LLC, a Michigan limited liability company, or its nominee (“Woodward Buyer”).”

BATTALION OIL CORP entered into Sales Agreement with Roth Capital Partners, LLC valued at up to $150,000,000 (effective 2026-05-05).

“On May 5, 2026, Battalion Oil Corporation (the “ Company ,” “ we ” or “ our ”) entered into a Sales Agreement (the “ Sales Agreement ”) with Roth Capital Partners, LLC (the “ Agent ”) pursuant to which the Company may issue and sell, from time to time, up to $150,000,000 of shares of common stock”

Alphatec Holdings, Inc. entered into Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent valued at $175.0 million term loan A facility and a $125.0 million revolving credit facility (effective 2026-05-01).

“On May 1, 2026 (the "Closing Date"), Alphatec Holdings, Inc. (the "Company") and certain of its domestic subsidiaries (collectively, the "Subsidiary Guarantors"), as guarantors party thereto, entered into a senior secured credit agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., as administrative agent (the "Agent") and the lenders and issuing banks party thereto.”

First Guaranty Bancshares, Inc. terminated Lease Agreements with FGB Partners, LLC (effective 2026-04-29).

“In connection with the purchase of the Properties by the Bank, the Bank and FGB Partners terminated the Lease Agreements.”

Aura Biosciences, Inc. entered into Underwriting Agreement with Leerink Partners LLC, TD Securities (USA) LLC and Evercore Group L.L.C., as representatives of the several underwriters (effective 2026-05-04).

“On May 4, 2026, Aura Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, TD Securities (USA) LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering”

Vistance Networks, Inc. entered into Purchase Agreement with Belden Inc. valued at 1.846 billion (effective 2026-04-29).

“On April 29, 2026, Vistance Networks, Inc., a Delaware corporation (the “Company”) and Belden Inc., a Delaware corporation (“Belden”), entered into a Purchase Agreement (the “Purchase Agreement”), pursuant to which Belden has agreed to purchase, and the Company has agreed to sell, the Company’s RUCKUS reporting segment (the “Business”) in exchange for $1.846 billion in cash, on a cash-free, debt-free basis (subject to certain other customary adjustments) (the “Transaction”).”

SPLASH BEVERAGE GROUP, INC. entered into Shareholder Rights Agreement with Kevin Digmann valued at $200,000 (effective 2025-05-27).

“In conjunction with the sale of Series A, the Company entered into a Shareholder Rights Agreement with Mr. Digmann under which the Company granted an option to purchase $200,000 of common stock using a 20% discount to the five-day VWAP, which option expires May 27, 2026.”

SPLASH BEVERAGE GROUP, INC. entered into a credit facility with DMF Ventures, LLC valued at $30,000 (effective 2025-04-28).

“On April 28, 2025, Splash Beverage Group, Inc. (the “Company”) borrowed $30,000 from DMF Ventures, LLC (“DMF”).”

Brixmor Property Group Inc. entered into Sixteenth Supplemental Indenture with The Bank of New York Mellon valued at $400,000,000 (effective 2026-05-05).

“the Operating Partnership entered into a Sixteenth Supplemental Indenture, dated May 5, 2026 (the “Sixteenth Supplemental Indenture”), between the Operating Partnership, as issuer, and The Bank of New York Mellon, as trustee”

DigitalOcean Holdings, Inc. amended Amendment No. 1 to Credit Agreement with Morgan Stanley Senior Funding, Inc. (effective 2026-05-04).

“On May 4, 2026, the Company, DigitalOcean, LLC, Paperspace Co., the lenders and L/C issuers party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, entered into an Amendment No. 1 to Credit Agreement (the “First Amendment”), which amends the Company’s existing credit agreement, dated as of May 5, 2025”

Datavault AI Inc. entered into Placement Agency Agreement with Titan Partners Group LLC, a division of American Capital Partners, LLC valued at cash fee of $4.2 million (effective 2026-05-03).

“In connection with the Offering, the Company entered into a Placement Agency Agreement, dated as of May 3, 2026, with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the sole placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement.”

Datavault AI Inc. entered into Securities Purchase Agreement with certain institutional investors valued at approximately $60.0 million (effective 2026-05-03).

“On May 3, 2026, Datavault AI Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Offering”) an aggregate of 109,090,910 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”).”

Reborn Coffee, Inc. entered into Securities Purchase Agreement with the purchasers named therein (the "Investors") valued at $21 million (effective 2026-04-29).

“On April 29, 2026, Reborn Coffee, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Agreement”) with the purchasers named therein (the “Investors”), pursuant to which the Company agreed to issue and sell, in a private placement, shares of its common stock (the “Shares”) in two closings for aggregate gross proceeds of $21 million”

Inmune Bio, Inc. entered into Amended and Restated Material Transfer and License Agreement with Anthony Nolan valued at an annual cap of £5,000,000 (effective 2026-04-29).

“On April 29, 2026, INmune Bio Inc. (the “Company”) entered into an amended and restated Material Transfer and License Agreement (the “ Amended and Restated Agreement ”) with INmune Bio International (“ IMB ”), a company incorporated in England and the Company’s wholly-owned subsidiary, and Anthony Nolan (“ AN ”), a company limited by guarantee incorporated in England, which amended and restated the original agreement signed by IMB and AN on November 29, 2017, as amended and restated on March 21, 2023 (the “ Original Agreement ”).”

BrightView Holdings, Inc. amended Amendment No. 10 to the Credit Agreement with JPMorgan Chase Bank, N.A. valued at Extended maturity date to April 22, 2031; reduced interest rates on Revolving Credit Loans (effective 2026-05-04).

“BrightView Holdings, Inc. (the “Company”), its wholly-owned subsidiary, BrightView Landscapes, LLC (the “Credit Agreement Borrower”), the other credit parties party thereto, the lenders or other financial institutions or entities party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (the “Agent”), entered into Amendment No. 10 to the Credit Agreement dated as of May 4, 2026 (the “Credit Agreement Amendment”), which amends the Credit Agreement, dated as of December 18, 2013, by and among the Company, the Credit Agreement Borrower and the lenders or other financial institutions or entities from time to time party thereto and the Agent (as previously amended, the “Existing Credit Agreement”) to, among other things, extend the maturity date of loans under the revolving credit facility (“Revolving Credit Loans”) and reduce the interest rate applicable to Revolving Credit Loans, as described further below.”

Vireo Growth Inc. entered into Arrangement Agreement with FLUENT Corp. (effective 2026-04-29).

“Vireo Growth Inc. (“Vireo” or the “Company”) entered into an arrangement agreement (the “Arrangement Agreement”) with FLUENT Corp. (“FLUENT”), pursuant to which Vireo agreed to acquire all of the issued and outstanding shares of FLUENT by way of a court-approved plan of arrangement under Section 182 of the Business Corporations Act (Ontario)”

Scilex Holding Co entered into ACEA-PHOE SAA with Phoenix Asia Holdings Limited valued at $1,000,000,000.00 (effective 2026-05-04).

“On May 4, 2026, ACEA Therapeutics, Inc. (“ACEA Thera”), an indirect minority owned subsidiary of Scilex Holding Company (the “Company”), entered into a Stock Acquisition Agreement (the “ACEA-PHOE SAA”) with Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands (“Phoenix Asia”), and ACEA Pharma, Inc., a wholly owned subsidiary of ACEA Thera and an exempted company incorporated with limited liability in the Cayman Islands (“ACEA Pharma”), pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix Asia agreed to purchase, 100% of the issued and outstanding shares of common stock of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix Asia (the “Stock Acquisition”), the value of which was as agreed by the parties to be $1,000,000,000.00.”

Exodus Movement, Inc. terminated 2025 Stock Purchase Agreement.

“the parties agreed that effective automatically upon the Delivery Date, (a) the 2025 Stock Purchase Agreement will be terminated”