Material Agreements

Q32 Bio Inc. entered into Purchase Agreement with certain institutional investors valued at approximately $10.5 million (effective 2026-02-17).

“On February 17, 2026, Q32 Bio Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors relating to the issuance and sale of (i) 1,666,679 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $3.90 per share, and (ii) pre-funded warrants to purchase 1,025,654 shares of Common Stock (the “Pre-Funded Warrants”), to such investors in a registered direct offering (the “Offering”).”

Digital Brands Group, Inc. entered into Agreement with certain existing holders of Common Share Purchase Warrants (effective 2026-02-16).

“On February 16, 2026, Digital Brands Group, Inc. (the “Company”), entered into those certain letter agreements (collectively, the “Agreement”) with certain existing holders (the “Holders”) of Common Share Purchase Warrants (the “Existing Warrants”)”

nVent Electric plc entered into Amendment No. 1 to Second Amended and Restated Credit Agreement with syndicate of banks valued at up to $875 million revolving credit, term credit and other financing arrangements (effective 2026-02-16).

“On February 16, 2026, nVent Electric plc (the "Company") and its subsidiaries nVent Finance S.à r.l. ("nVent Finance") and Hoffman Schroff Holdings, Inc. ("Hoffman") entered into Amendment No. 1 (the "Amendment") to that Second Amended and Restated Credit Agreement, dated as of June 30, 2025, among the Company, nVent Finance, Hoffman and a syndicate of banks (as amended by the Amendment, the "Credit Agreement").”

Bally's Corp entered into Term Loan Credit Agreement with Ares Agent Services, L.P., as administrative agent and collateral agent, Ares Management LLC, Platinum Birch Ltd. and Angelo, Gordon & Co., L.P., as lead arrangers and bookrunners, and certain financial institutions party thereto as lenders valued at $1.1 billion (effective 2026-02-11).

“On February 11, 2026 (the “Closing Date”), Bally’s Corporation (“Bally’s” or the “Company”), as borrower, and certain of its subsidiaries, as guarantors, entered into a term loan credit agreement with Ares Agent Services, L.P., as administrative agent and collateral agent, Ares Management LLC, Platinum Birch Ltd. and Angelo, Gordon & Co., L.P., as lead arrangers and bookrunners, and certain financial institutions party thereto as lenders providing for senior secured term loans of $1.1 billion (the “Term Loan Credit Agreement”).”

Our Bond, Inc. entered into Note with Ascent Partners Fund, LLC valued at $526,315.79 (effective 2026-02-17).

“On February 17, 2026, Our Bond, Inc., a Nevada corporation (“we,” “us,” “our” or the “Company”) issued a Promissory Note to Ascent Partners Fund, LLC in the principal amount of $526,315.79 (the “Note”).”

AST SpaceMobile, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036 (effective 2026-02-17).

“On February 17, 2026, AST SpaceMobile, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $1.0 billion aggregate principal amount of 2.25% Convertible Senior Notes due 2036 (the “ Notes ”).”

Eos Energy Enterprises, Inc. entered into Second Amendment to Loan Guarantee Agreement with United States Department of Energy valued at Deferral of Consolidated Revenue and EBITDA financial covenants until March 31, 2027 (effective 2026-02-13).

“On February 13, 2026, the Company entered into that certain Second Amendment to Loan Guarantee Agreement (the “Second Amendment”), by and between the DOE and the Company, pursuant to which, among other things, the Loan Agreement was amended to defer the applicability of the Consolidated Revenue and EBITDA financial covenants in the Loan Agreement until the fiscal quarter ended March 31, 2027.”

Crown PropTech Acquisitions amended Third A&R Note with Richard Chera valued at aggregate principal amount of up to $1,000,000 (effective 2026-02-10).

“On February 10, 2026, the Second A&R Note was amended to replace "February 11, 2026" with December 31, 2026 (the "Third A&R Note").”

Crown PropTech Acquisitions amended Amendment No. 1 to the Business Combination Agreement with Mkango Rare Earths Limited (effective 2026-02-13).

“On February 13, 2026, SPAC and MKAR entered into Amendment No. 1 to the Business Combination Agreement ("Amendment No. 1").”

Playtika Holding Corp. amended Fifth Amendment with Bank of America, N.A. (effective 2026-02-16).

“On February 16, 2026, Playtika Holding Corp. (the “Company”) entered into an Incremental Assumption Agreement No. 4 and Fifth Amendment (the “Fifth Amendment”) to its existing Credit Agreement, dated as of December 10, 2019 (as amended from time to time, the “Credit Agreement”), among the Company, the lenders party thereto from time to time and Bank of America, N.A. (as successor in interest to UBS AG, Stamford Branch, as successor in interest to Credit Suisse AG, Cayman Islands Branch), as administrative agent and collateral agent.”

P3 Health Partners Inc. amended Amendment to Unsecured Promissory Note with VBC Growth SPV 5, LLC valued at $19.0 million (effective 2026-02-11).

“On February 11, 2026, P3 Health Group, LLC (the “Company”) entered into an Amendment to Unsecured Promissory Note (the “Amendment”) with VBC Growth SPV 5, LLC (the “Holder”) amending the terms of the Unsecured Promissory Note originally dated May 29, 2025 (the “Note). The Amendment modifies Section 1, clause (a)(iii) of the Note to extend the availability period for the third tranche of funding. Under the Amendment, the remaining $19.0 million of the third tranche is available for one or more draws through June 30, 2026.”

Quantum Cyber N.V. entered into Purchase Agreement with David E. Lazar valued at $3 million (effective 2026-02-13).

“On February 13, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David E. Lazar that provides for the sale in a private placement of:”

C2 Blockchain, Inc. entered into Subscription Agreement with accredited investor valued at 250,000 shares of common stock at $0.04 per share for aggregate gross proceeds of $10,000 (effective 2026-02-11).

“On or about February 11, 2026, the Company entered into a subscription agreement with an accredited investor pursuant to which the investor agreed to purchase 250,000 shares of the Company’s common stock at a purchase price of $0.04 per share for aggregate gross proceeds of $10,000.”

C2 Blockchain, Inc. entered into Convertible Promissory Note with holder valued at aggregate gross proceeds of $25,000 (effective 2026-02-05).

“On or about February 5, 2026, the Company entered into a Convertible Promissory Note (the “Note”) pursuant to a Note Purchase Agreement of the same date for aggregate gross proceeds of $25,000.”

Golub Capital Private Credit Fund entered into Commitment Increase Agreement with Sumitomo Mitsui Banking Corporation valued at $2,552.5 million to $2,602.5 million (effective 2026-02-11).

“On February 11, 2026, Golub Capital Private Credit Fund (“GCRED”) entered into an agreement with Sumitomo Mitsui Banking Corporation (the “Commitment Increase Agreement”)”

Nakamoto Inc. entered into Agreement and Plan of Merger with BTC Inc. valued at 336,804,102 shares of Nakamoto Common Stock valued at approximately $99,390,890 (effective 2026-02-16).

“Concurrently with the exercise of the Nakamoto Option, Nakamoto entered into an Agreement and Plan of Merger (the “ BTC Merger Agreement ”) with BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Nakamoto (“ Merger Sub ”), BTC, and the stockholder representative party thereto.”

HEALTHY CHOICE WELLNESS CORP. entered into Exchange Agreement with certain holders (the "Holders") of the Company's indebtedness (the "Notes") (effective 2026-02-10).

“On February 10, 2026, Healthy Choice Wellness Corp. (the “Company”) entered into an agreement (an “Exchange Agreement”) with certain holders (the “Holders”) of the Company’s indebtedness (the “Notes”) to exchange (the “Exchange”) the outstanding principal of the Notes for up to 4,000,000 shares of the Company’s Class A common stock at a price per share equal to the then-current market price of the Company’s Class A common stock on the date the Exchange is consummated.”

RenX Enterprises Corp. entered into Securities Purchase Agreement with certain institutional investors valued at $6,042,985.39 (effective 2026-02-12).

“On February 12, 2026, RenX Enterprises Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”) for the issuance and sale in a private placement transaction (the “Private Placement”) of Senior Convertible Notes (“Notes”) in the aggregate principal amount of $6,042,985.39.”

Howard Hughes Holdings Inc. entered into 2034 Notes Indenture with Computershare Trust Company, N.A. valued at $500 million (effective 2026-02-17).

“The 2034 Notes were issued pursuant to an indenture, dated February 17, 2026 (the “2034 Notes Indenture”), by and between HHC, as issuer, and Computershare Trust Company, N.A., as trustee.”

Howard Hughes Holdings Inc. entered into 2032 Notes Indenture with Computershare Trust Company, N.A. valued at $500 million (effective 2026-02-17).

“The 2032 Notes were issued pursuant to an indenture, dated February 17, 2026 (the “2032 Notes Indenture”), by and between HHC, as issuer, and Computershare Trust Company, N.A., as trustee.”

JFB Construction Holdings entered into Securities Purchase Agreements with certain institutional accredited investors valued at approximately $10.0 million (effective 2026-02-13).

“On February 13, 2026, JFB Construction Holdings (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain institutional accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 802,000 shares of the Company’s common stock, par value $0.0001 per share (the “Placement Shares”) at a price of $12.50 per share (the “Private Placement”).”

Andretti Acquisition Corp. II terminated Business Combination Agreement with StoreDot Ltd., XFC Battery Ltd., XFC Israel Merger Sub Ltd., XFC Cayman Merger Sub valued at Mutual termination; BCA and Ancillary Agreements terminated and of no further force and effect (effective 2026-02-17).

“On February 17, 2026, the Company, StoreDot, Pubco, SPAC Merger Sub and Company Merger Sub entered into a Termination and Release Agreement (“ Termination and Release Agreement ”) pursuant to which the parties mutually agreed to terminate the BCA in its entirety pursuant to Section 8.1(a) thereof.”

Yorkville Acquisition Corp. entered into Working Capital Note with Yorkville Acquisition Sponsor, LLC valued at $250,000.00 (effective 2026-02-11).

“On February 11, 2026, Yorkville Acquisition Corp. (the “Company”) issued a convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $250,000.00 to Yorkville Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), in order to provide the Company with additional working capital.”

Proem Acquisition Corp. I entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2026-02-11).

“Investment Management Trust Agreement, dated February 11, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee”

Proem Acquisition Corp. I entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2026-02-11).

“Warrant Agreement, dated February 11, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent”

Proem Acquisition Corp. I entered into Registration Rights Agreement with the Sponsor and certain security holders of the Company (effective 2026-02-11).

“Registration Rights Agreement, dated February 11, 2026, by and among the Company, the Sponsor and certain security holders of the Company”

Proem Acquisition Corp. I entered into Private Placement Units Purchase Agreement with Proem SPAC Partners I LLC (the "Sponsor") (effective 2026-02-11).

“● Private Placement Units Purchase Agreement, dated February 11, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference; ● Administrative Services Agreement,”

Proem Acquisition Corp. I entered into Underwriting Agreement with Clear Street LLC (effective 2026-02-11).

“Underwriting Agreement, dated February 11, 2026, by and between the Company and Clear Street LLC, as representative of the underwriters in the IPO (“Clear Street”)”

XFLH Capital Corp entered into Administrative Support Agreement with XFLH Holdings Limited valued at Administrative Support Agreement dated February 11, 2026, between the Company and the Sponsor (effective 2026-02-11).

“An Administrative Support Agreement dated February 11, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.”

XFLH Capital Corp entered into Indemnity Agreement with its officers and directors valued at Indemnity Agreement, dated as of February 11, 2026, between the Company and its officers and directo (effective 2026-02-11).

“An Indemnity Agreement, dated as of February 11, 2026, by and between the Company and its officers and directors, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.”

XFLH Capital Corp entered into Private Placement Unit Purchase Agreement with XFLH Holdings Limited valued at Private Placement Unit Purchase Agreement dated February 11, 2026, between the Company and the Spons (effective 2026-02-11).

“A Private Placement Unit Purchase Agreement dated February 11, 2026, by and between the Company and the Sponsor (the "Unit Purchase Agreement"), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.”

XFLH Capital Corp entered into Registration Rights Agreement with certain security holders valued at Registration Rights Agreement dated February 11, 2026, between the Company and certain security hold (effective 2026-02-11).

“A Registration Rights Agreement dated February 11, 2026, by and between the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.”

XFLH Capital Corp entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Investment Management Trust Agreement dated February 11, 2026, between the Company and Continental S (effective 2026-02-11).

“An Investment Management Trust Agreement dated February 11, 2026, by and between the Company and Continental Stock Transfer & Trust Company, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.”

XFLH Capital Corp entered into Letter Agreement with XFLH Holdings Limited valued at Letter Agreement dated February 11, 2026, among the Company, its officers, directors and the Sponsor (effective 2026-02-11).

“A Letter Agreement dated February 11, 2026 (the "Letter Agreement"), by and among the Company, its officers, directors and the Company's sponsor, XFLH Holdings Limited (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.”

XFLH Capital Corp entered into Rights Agreement with Continental Stock Transfer & Trust Company valued at Rights Agreement dated February 11, 2026, between the Company and Continental Stock Transfer & Trust (effective 2026-02-11).

“A Rights Agreement dated February 11, 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.”

XFLH Capital Corp entered into Underwriting Agreement with Maxim Group, LLC valued at Underwriting Agreement dated February 11, 2026, between the Company and Maxim Group, LLC (effective 2026-02-11).

“An Underwriting Agreement dated February 11, 2026, by and between the Company and Maxim Group, LLC, as representative of the underwriters (the "Representative"), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.”

D. Boral Acquisition I Corp. entered into Sponsor Private Placement Units Purchase Agreement with D. Boral Sponsor I LLC (effective 2026-02-10).

“A Private Placement Units Purchase Agreement, dated February 10, 2026 (the “ Sponsor Private Placement Units Purchase Agreement ”), by and between the Company and D. Boral Sponsor I LLC (the “ Sponsor ”)”

D. Boral Acquisition I Corp. entered into Registration Rights Agreement with certain security holders (effective 2026-02-10).

“● A Registration Rights Agreement, dated February 10, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and”

D. Boral Acquisition I Corp. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2026-02-10).

“An Investment Management Trust Agreement, dated February 10, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee”

D. Boral Acquisition I Corp. entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2026-02-10).

“A Warrant Agreement, dated February 10, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent”

D. Boral Acquisition I Corp. entered into Underwriting Agreement with D. Boral Capital LLC (effective 2026-02-10).

“An Underwriting Agreement, dated February 10, 2026, by and between the Company and D. Boral Capital LLC (the “ Representative ”) and the qualified independent underwriter named therein”

Spartacus Acquisition Corp. II entered into Underwriting Agreement with BTIG, LLC (effective 2026-02-10).

“An Underwriting Agreement, dated February 10, 2026, by and between the Company and BTIG, LLC as representative of the underwriters”

MATTHEWS INTERNATIONAL CORP amended Eighth Amendment with the banks party thereto valued at reduced to $700 million from $750 million (effective 2026-02-11).

“On February 11, 2026, Matthews International Corporation (the “Company”) entered into an Eighth Amendment (the “Eighth Amendment”) to the Third Amended and Restated Loan and Security Agreement (as amended, the “Credit Agreement”) by and among the Company and the banks party thereto (the “Credit Facility”).”

PACIFICORP /OR/ entered into Asset Purchase and Service Area Transfer Agreement with Portland General Electric Company and an affiliate of Portland General Electric Company valued at $1.9 billion in cash (effective 2026-02-15).

“On February 15, 2026, PacifiCorp and Portland General Electric Company and an affiliate of Portland General Electric Company (together, the “Buyer”) entered into an Asset Purchase and Service Area Transfer Agreement (the “Purchase Agreement”), to sell to the Buyer certain PacifiCorp assets and liabilities associated with PacifiCorp’s Washington operations for a purchase price of $1.9 billion in cash”

PORTLAND GENERAL ELECTRIC CO /OR/ entered into Asset Purchase and Service Area Transfer Agreement with PacifiCorp valued at $1.9 billion in cash plus additional cash consideration for the value of specified assets delivered (effective 2026-02-15).

“On February 15, 2026, Portland General Electric Company, an Oregon corporation (“PGE”), through a newly formed, wholly owned subsidiary (“Buyer”), entered into an Asset Purchase and Service Area Transfer Agreement (the “Agreement) with PacifiCorp, an Oregon corporation (the “Seller”).”

Inuvo, Inc. amended Extension Amendment with Google LLC (effective 2026-03-01).

“On February 17, 2026, Vertro, Inc. (“Vertro”), a wholly-owned subsidiary of Inuvo, Inc., entered into an Extension Amendment (the “Amendment”), effective as of March 1, 2026, to the Google Services Agreement between Vertro and Google LLC, effective January 1, 2024 (as amended, the “Agreement”). The Amendment modifies the terms of the Agreement by extending the term for an additional month from the then current expiration date.”

GeoVax Labs, Inc. entered into Purchase Agreement with the purchasers party thereto valued at approximately $865,000 (effective 2026-02-13).

“On February 13, 2026, GeoVax Labs, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers party thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of (i) 402,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 30,902 shares of Common Stock (the “Pre-Funded Warrant Shares”).”

NATURAL HEALTH TRENDS CORP entered into Repurchase Agreement with George K. Broady 2012 Irrevocable Trust and the Eleanor Jane Broady 2012 Irrevocable Trust valued at approximately $5.9 million (effective 2026-02-17).

“On February 17, 2026, Natural Health Trends Corp. (the “Company”) entered into a share repurchase agreement (the “Repurchase Agreement”) with the George K. Broady 2012 Irrevocable Trust and the Eleanor Jane Broady 2012 Irrevocable Trust (collectively, the “Sellers”).”

MASIMO CORP entered into Voting and Support Agreement with Politan Capital Management LP (effective 2026-02-16).

“(ii) a Voting and Support Agreement (the “ Voting Agreement ”), with Parent, Merger Sub and Politan Capital Management LP (“ Politan ”)”

MASIMO CORP entered into Agreement and Plan of Merger with Danaher Corporation and Mobius Merger Sub, Inc. valued at $180.00 in cash, without interest (effective 2026-02-16).

“On February 16, 2026, Masimo Corporation (the “ Company ”) entered into (i) an Agreement and Plan of Merger (the “ Merger Agreement ”) with Danaher Corporation, a Delaware corporation (“ Parent ”), and Mobius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”)”