Material Agreements

21Shares Solana ETF entered into Twinstake Agreement with Twinstake Ltd (effective 2026-02-04).

“On February 4, 2026, the Trust entered into a staking services agreement with Twinstake Ltd, an exempted company incorporated in the Cayman Islands (“Twinstake” and such agreement, the “Twinstake Agreement”)”

21Shares Solana ETF entered into Figment Agreement with Figment Inc. (effective 2026-02-04).

“On February 4, 2026, 21Shares Solana ETF (the “Trust”) entered into a staking services agreement with Figment Inc., an Ontario corporation (“Figment” and such agreement, the “Figment Agreement”)”

Fermi Inc. entered into Credit Agreement with MUFG Bank, Ltd. valued at $500,000,000 (effective 2026-02-10).

“and sole lender. The Credit Agreement provides for a senior secured equipment loan warehouse facility in an aggregate principal amount of up to $500,000,000”

Forgent Power Solutions, Inc. entered into Opco LLC Interest Redemption Agreement with the Company and the other parties thereto valued at Entry into Opco LLC Interest Redemption Agreement (effective 2026-01-26).

“the Opco LLC Interest Redemption Agreement, dated January 26, 2026, by and among the Company and the other parties thereto”

Forgent Power Solutions, Inc. entered into Stockholders Agreement with the Company, Forgent Parent I LP, Forgent Parent II LP, Forgent Parent III LP and Forgent Parent IV LP valued at Entry into Stockholders Agreement (effective 2026-02-04).

“the Stockholders Agreement, dated as of February 4, 2026, by and among the Company, Forgent Parent I LP, Forgent Parent II LP, Forgent Parent III LP and Forgent Parent IV LP”

Forgent Power Solutions, Inc. entered into Second Amended and Restated Opco LLC Agreement with the Company and the other parties thereto valued at Entry into Second Amended and Restated Opco LLC Agreement (effective 2026-02-04).

“the Second Amended and Restated Opco LLC Agreement, dated February 4, 2026, by and among the Company and the other parties thereto”

Forgent Power Solutions, Inc. entered into Registration Rights Agreement with the Company and each of the other parties from time to time thereto valued at Entry into Registration Rights Agreement (effective 2026-02-04).

“the Registration Rights Agreement, dated February 4, 2026, by and among the Company and each of the other parties from time to time thereto”

Forgent Power Solutions, Inc. entered into Tax Receivable Agreement with the Company and each of the other parties from time to time thereto valued at Entry into Tax Receivable Agreement (effective 2026-02-04).

“the Tax Receivable Agreement, dated February 4, 2026, by and among the Company and each of the other parties from time to time thereto”

Forgent Power Solutions, Inc. entered into Underwriting Agreement with the Company and the other parties thereto valued at Entry into Underwriting Agreement in connection with IPO (effective 2026-02-04).

“greements: • the Underwriting Agreement, dated February 4, 2026, by and among the Company and the other parties thereto (the “ Underwriting Agreement ”) • the Tax Receivable Agreement, dated February 4, 2026, by and among the Company and each of the other parties”

Cambridge Acquisition Corp. entered into Registration Rights Agreement with certain security holders of the Company (effective 2026-02-05).

“Registration Rights Agreement, dated as of February 5, 2026, by and among the Company and certain security holders of the Company”

Cambridge Acquisition Corp. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2026-02-05).

“Investment Management Trust Agreement, dated as of February 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee”

Cambridge Acquisition Corp. entered into Private Units Subscription Agreement with Cambridge Sponsor LLC (effective 2026-02-05).

“· Letter Agreement, dated February 5, 2026, by and among the Company, Cambridge Sponsor LLC (the “Sponsor”), the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference; · Investment Management Trust Agreement, dated as of February 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference; · Registration Rights Agreement, dated as of February 5, 2026, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference; · Private Units Subscription Agreement, dated February 5, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by ref”

Cambridge Acquisition Corp. entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2026-02-05).

“Warrant Agreement, dated as of February 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent”

Cambridge Acquisition Corp. entered into Underwriting Agreement with BTIG, LLC valued at $230,000,000 (effective 2026-02-05).

“Underwriting Agreement, dated February 5, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters”

DELUXE CORP entered into Asset Purchase Agreement with PFG-SG Operating Group LLC valued at approximately $25 million, $12 million of which will be paid on the Closing Date and the remainder o (effective 2026-02-10).

“On February 10, 2026, Deluxe Corporation (the “Company”) and certain of its subsidiaries (“Seller Entities”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and between the Seller Entities, the Company, PFG-SG Operating Group LLC (“Purchaser”), and PFG Ventures, L.P. (“Purchaser Parent”).”

Valaris Ltd entered into Business Combination Agreement with Transocean Ltd. valued at Exchange ratio of 15.235 Transocean Shares per Valaris Share; resulting ownership of approximately 5 (effective 2026-02-09).

“On February 9, 2026, Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“ Valaris ”) and Transocean Ltd., a Swiss corporation (“ Transocean ”) (Transocean and Valaris, collectively, the “ Parties ” and each, a “ Party ”), entered into a Business Combination Agreement (the “ Agreement ”) providing for the combination of the two Parties (the “ Business Combination ”).”

VAALCO ENERGY INC /DE/ entered into Asset Purchase and Sale Agreement with Petrus Resources Corp. valued at approximately $35 million Canadian Dollars (USD $25.6 million) (effective 2026-02-04).

“On February 4, 2026, VAALCO Energy Canada, Inc. (the "Seller"), a wholly-owned indirect subsidiary of VAALCO Energy, Inc., (the "Company", "we" and "us") entered into an Asset Purchase and Sale Agreement (the "Asset Purchase Agreement") with Petrus Resources Corp. (the "Buyer") and, solely for the purposes of Section 9.7 therein, Petrus Resources LTD. (the "Buyer Guarantor"), providing for the purchase by Buyer of substantially all of Seller’s assets and liabilities, which constitute the Canadian land assets and related liabilities we acquired pursuant to the terms of our business combination with TransGlobe Energy Corporation in October 2022 (the "Assets," together with the transactions contemplated by the Asset Purchase Agreement referred to herein as the "Canadian Asset Sale").”

WATERS CORP /DE/ entered into Transition Services Agreement with BD.

“a Transition Services Agreement (the “Transition Services Agreement”), which governs, among other things, the parties’ respective rights and obligations with respect to the provision of certain transition services.”

WATERS CORP /DE/ entered into Intellectual Property Matters Agreement with BD.

“an Intellectual Property Matters Agreement (the “Intellectual Property Matters Agreement”), which allocates rights and interests in certain intellectual property rights relating to the SpinCo Business and BD;”

WATERS CORP /DE/ entered into Employee Matters Agreement with BD.

“an Employee Matters Agreement (the “Employee Matters Agreement”), which governs, among other things, the parties’ obligations with respect to current and former employees of BD and of the SpinCo Business;”

WATERS CORP /DE/ entered into Tax Matters Agreement with BD.

“a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, responsibility for and preservation of the expected tax-free status of the transactions contemplated by the Separation Agreement and certain other tax matters;”

WATERS CORP /DE/ entered into Term Loan Credit Agreement with Barclays Bank PLC valued at $4.0 billion (effective 2026-01-08).

“In connection with the Transactions, on January 8, 2026, SpinCo entered into a Term Loan Credit Agreement with the lenders named therein, Barclays Bank PLC, as administrative agent (the “Agent”), and the other parties party thereto (the “Credit Agreement”).”

BECTON DICKINSON & CO entered into Transition Services Agreement with Waters and SpinCo.

“On the Closing Date, in connection with the consummation of the Transactions and in accordance with the Merger Agreement and the Separation Agreement, the Company, Waters and SpinCo entered into the following additional agreements: Tax Matters Agreement The Company, Waters and SpinCo entered into a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes of the Company, SpinCo and their respective subsidiaries (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Separation or the Distribution to qualify for their intended tax treatment), as well as tax benefits and attributes of, the preparation and filing of tax returns for, the control of audits and other tax proceedings related to, and assistance and cooperation in respec”

BECTON DICKINSON & CO entered into Intellectual Property Matters Agreement with Waters and SpinCo.

“the Company, Waters and SpinCo entered into an Intellectual Property Matters Agreement (the “Intellectual Property Matters Agreement”)”

BECTON DICKINSON & CO entered into Tax Matters Agreement with Waters and SpinCo.

“On the Closing Date, in connection with the consummation of the Transactions and in accordance with the Merger Agreement and the Separation Agreement, the Company, Waters and SpinCo entered into the following additional agreements: Tax Matters Agreement The Company, Waters and SpinCo entered into a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes of the Company, SpinCo and their respective subsidiaries (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Separation or the Distribution to qualify for their intended tax treatment), as well as tax benefits and attributes of, the preparation and filing of tax returns for, the control of audits and other tax proceedings related to, and assistance and cooperation in respec”

Clear Channel Outdoor Holdings, Inc. entered into Agreement and Plan of Merger with Madison Parent Inc. and Madison Merger Sub Inc. (effective 2026-02-09).

“On February 9, 2026, Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Madison Parent Inc., a Delaware corporation (“ Parent ”), and Madison Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital (“ Mubadala Capital ”), in partnership with TWG Global (“ TWG ” and, together with Mubadala Capital, the “ Consortium ”).”

AMC ENTERTAINMENT HOLDINGS, INC. entered into Sales and Registration Agreement with Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and Yorkville Securities, LLC valued at up to $150,000,000 (effective 2026-02-09).

“On February 9, 2026, AMC Entertainment Holdings, Inc. (the “Company” or “AMC”) entered into a sales and registration agreement (the “Sales and Registration Agreement”) with (1) Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and Yorkville Securities, LLC, from time to time acting as sales agents”

FOX FACTORY HOLDING CORP entered into Cooperation Agreement with Engine Capital L.P. and certain of its affiliates (effective 2026-02-08).

“On February 8, 2026, Fox Factory Holding Corp. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with Engine Capital L.P. and certain of its affiliates (collectively, “Engine Capital”).”

CION Investment Corp entered into Second Supplemental Indenture with U.S. Bank Trust Company, National Association valued at $125.0 million (effective 2026-02-09).

“entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Base Indenture, dated October 3, 2024, between the Company and the Trustee (together with the Second Supplemental Indenture, the “Indenture”). The Second Supplemental Indenture relates to CION’s issuance, offer and sale of $125.0 million in aggregate principal amount of its 7.50% Notes due 2031 (the “Notes”).”

Gold.com, Inc. entered into Securities Purchase Agreement with TPM, S.A. de C.V. valued at $150 million (effective 2026-02-04).

“On February 4, 2026, Gold.com, Inc. (the “Company”) entered into a Securities Purchase Agreement (as amended by Amendment No. 1 dated February 5, 2026, the “Purchase Agreement”) with TPM, S.A. de C.V., (“TPM”), an affiliate of Tether Global Investments Fund, S.I.C.A.F., S.A. Pursuant to the Purchase Agreement, TPM has agreed to purchase an aggregate of 3,370,787 shares of the Company’s common stock at a price of $44.50 per share, to be settled in two tranches in connection with a $150 million private placement of equity securities”

Once Upon a Farm, PBC entered into Underwriting Agreement with Goldman Sachs & Co. LLC and J.P Morgan Securities LLC, as representatives of the several underwriters named therein (effective 2026-02-05).

“On February 5, 2026, Once Upon a Farm, PBC (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), and certain stockholders of the Company named in Schedule II therein (the “Selling Stockholders”) relating to the initial public offering (the “IPO”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”).”

Generation Bio Co. terminated Sales Agreement with TD Securities (USA) LLC valued at at-the-market offering program terminated effective February 9, 2026 (effective 2026-02-09).

“As previously disclosed, on August 7, 2024, the Company entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC (the “Sales Agent”) with respect to an “at-the-market” offering program under which the Company could offer and sell, from time to time, shares of the Company’s common stock through the Sales Agent.”

Generation Bio Co. terminated Lease Termination Agreement with BMR-Rogers Street LLC valued at approximately $21.5 million total termination payment; $22.4 million termination fee reduced by Febr (effective 2026-02-09).

“On February 8, 2026, the Company and the Landlord entered into a lease termination agreement, effective February 9, 2026 (the “Effective Date”), pursuant to which the parties agreed to terminate the Lease as of the Effective Date (the “Lease Termination Agreement”).”

Greenlane Holdings, Inc. entered into Token Purchase and Sale Agreement and Token Lending Agreement with Berachain Operations Corporation valued at Greenlane Subsidiary Inc. entered into two agreements: (1) Token Purchase and Sale Agreement allowin (effective 2026-02-04).

“On February 4, 2026, Greenlane Subsidiary Inc. (the “Company”), a wholly-owned subsidiary of Greenlane Holdings, Inc. (“Greenlane”), entered into (a) a Token Purchase and Sale Agreement (the “Purchase and Sale Agreement”) and (b) a Token Lending Agreement (the “Lending Agreement,” and together with the Purchase and Sale Agreement, the “Transaction Agreements”) with Berachain Operations Corporation, a British Virgin Islands Business Company (the “Counterparty”). Pursuant to the Lending Agreement, the Company (as Lender) may agree to lend to the Counterparty (as Borrower) an amount of USDC and/or USDT stablecoins (the “Lent Tokens”) pursuant to loan confirmation agreements to be agreed between the parties from time to time, accruing interest at a rate to be determined in such agreements . The Counterparty intends to use the Lent Tokens to acquire BERA tokens in the open market or in privately negotiated transactions from various counterparties. Pursuant to the Purchase and Sale Agreement”

UPEXI, INC. amended Amended Warrant with the Purchaser.

“Effective upon the closing of the Offering, such warrants were amended (the “Amended Warrant”) to reduce the exercise price from $4.00 per share to $2.83 per share and to reduce the redemption price trigger from $8.50 per share to $7.00 per share.”

UPEXI, INC. entered into Placement Agency Agreement with A.G.P./Alliance Global Partners (effective 2026-02-06).

“the Company entered into a Placement Agency Agreement, dated February 6, 2026 (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P” or the “Placement Agent”), which acted as the exclusive placement agent on a reasonable best efforts basis.”

UPEXI, INC. entered into Purchase Agreement with a single institutional investor valued at approximately $7.4 million (effective 2026-02-06).

“On February 6, 2026, Upexi, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”) for the issuance and sale of 6,337,000 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and accompanying warrants (the “Warrants”)”

Advantage Solutions Inc. entered into Transaction Support Agreement with certain holders of the Company’s Existing Notes and certain lenders under the Company’s Existing Term Loan Facility valued at The Transaction Support Agreement defines commitments to support a series of transactions to compreh (effective 2026-02-06).

“On February 6, 2026, Advantage Sales & Marketing Inc. (the “Company”), an indirect subsidiary of Advantage Solutions Inc. (the “Parent”), and certain of Parent’s subsidiaries (together with the Company, the “Company Parties”) entered into a Transaction Support Agreement (together with all exhibits, annexes and schedules thereto, the “Transaction Support Agreement”) with certain holders of the Company’s Existing Notes (as defined below) and certain lenders under the Company’s Existing Term Loan Facility”

Valion Bio, Inc. entered into Common Stock Purchase Agreement with Tumim Stone Capital, LLC valued at Up to $50,000,000 of newly issued shares of Common Stock (effective 2026-02-06).

“On February 6, 2026, Tivic Health Systems, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”).”

Playboy, Inc. entered into Purchase Agreement with UTG Brands Management Group Limited (effective 2026-02-09).

“entered into a share purchase agreement with UTG Brands Management Group Limited, a company incorporated in Hong Kong (“UTG,” and such agreement, the “Purchase Agreement”)”

Limitless X Holdings Inc. entered into Binding Letter of Intent with Ding Easy AI, LLC and the equityholders of Ding valued at an aggregate value of nine million dollars ($9,000,000) (effective 2026-01-26).

“On January 26, 2026, Bodycor, Inc., a Nevada corporation (“Bodycor”), and Limitless X Holdings Inc., a Delaware corporation (the “Company”, which is the issuer of the Common Stock described herein), entered into a Binding Letter of Intent (the “LOI”) with Ding Easy AI, LLC, a Delaware limited liability company (“Ding”), and the equityholders of Ding (“Ding Owners”).”

Functional Brands Inc. entered into Series A Convertible Preferred Stock Purchase Agreement with Evergreen Capital Management LLC valued at $50.00 per share or an aggregate of $622,250.00 (effective 2026-02-05).

“On February 5, 2026, Functional Brands Inc. (the “Company”) entered into a Series A Convertible Preferred Stock Purchase Agreement (the “SPA”) with Evergreen Capital Management LLC (the “Seller”), pursuant to which the Company agreed to purchase from the Seller, and the Seller agreed to sell to the Company, all of the Seller’s shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”), consisting of 12,445 shares (the “Purchase”). The purchase price for the Purchase was $50.00 per share or an aggregate of $622,250.00”

Nauticus Robotics, Inc. entered into Securities Purchase Agreement with Master Investment Group valued at up to $3,000,000 (effective 2026-02-06).

“On February 6, 2026, Nauticus Robotics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Master Investment Group (“Investor”), pursuant to which the Company agreed to issue and sell in a private offering to Investor, (1) certain shares of Series D Convertible Preferred Stock (the “Initial Preferred Shares”) of the Company, $0.0001 par value (the “Series D Preferred Stock”) for an aggregate purchase price of up to $3,000,000 and may issue additional shares of Series D Preferred Stock valued at up to $47,000,000 and (2) certain common stock purchase warrants (the “Warrants”) to purchase up to a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to 30% of the aggregate purchase price (the “Preferred Offering”).”

SHF Holdings, Inc. entered into Second Amended and Restated Commercial Alliance Agreement with Partner Colorado Credit Union (effective 2026-02-04).

“On February 4, 2026, SHF Holdings, Inc. (the “Company”) and Partner Colorado Credit Union (“PCCU”) entered into that certain Second Amended and Restated Commercial Alliance Agreement (the “Second Amended CAA”), effective as of October 1, 2025, which extends the term set forth in the Amended and Restated Commercial Alliance Agreement, dated December 30, 2024, by and between the Company and PCCU (the “First Amended CAA”), through and including December 31, 2031, with an automatic renewal for subsequent periods of two years each”

La Rosa Holdings Corp. entered into Agreement with Veras Nova, LLC valued at Purchase price $675,000, earnest money $10,000 (effective 2026-02-04).

“On February 4, 2026 (the “ Effective Date ”), La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), entered into an agreement (the “ Agreement ”) with Veras Nova, LLC, a Florida corporation (“ Seller ”), pursuant to which, the Company agreed to purchase and the Seller agreed to sell a parcel of land located at 2570 AmeraTrails Lot 6D Saint Cloud, FL 34772 (the “ Property ”).”

ESG Inc. entered into Intellectual Property & Brand License Agreement with Moku Foods, Inc. (effective 2026-02-08).

“On February 8, 2026 (the “Effective Date”), ESG Inc. (the “Company”) entered into an Intellectual Property & Brand License Agreement (the “License Agreement”) with Moku Foods, Inc. (“Moku”).”

Nature's Miracle Holding Inc. entered into Settlement Agreement with Megaphoton, Inc. (effective 2026-02-02).

“the Company Parties and Megaphoton entered into a settlement and mutual release agreement (the “ Settlement Agreement ”) dated February 2, 2026 (the “ Effective Date ”).”

Liminatus Pharma, Inc. entered into Settlement Agreement with Clear Street LLC (effective 2026-02-06).

“On February 6, 2026, Liminatus Pharma, Inc. (the “Company”) entered into a settlement and release agreement (the “Settlement Agreement”) with Clear Street LLC (the “Holder”), pursuant to which the Company agreed to issue 4,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), to the Holder in exchange for the surrender and cancellation of 805,377 warrants (the “Warrants”) to purchase shares of Common Stock held by the Holder.”

ProCap Financial, Inc. entered into Agreement and Plan of Merger with Silvia Merger Sub, Inc., CFO Silvia, Inc, Inflection Points Inc, Shain Noor (effective 2026-02-08).

“On February 8, 2026, ProCap Financial, Inc. (the “ Company ” or “ ProCap Financial ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Silvia Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“ Merger Sub ”), CFO Silvia, Inc, a Delaware corporation (“ CFO Silvia ”), Inflection Points Inc, a Delaware corporation (“ Inflection Points ”), Shain Noor (“ Noor ” and, together with Inflection Points, the “ Sellers ”), and Shain Noor, solely in his capacity as the stockholder representative (the “ Stockholder Representative ”).”

SPACSphere Acquisition Corp. entered into Administrative Services Agreement with SPACSphere Sponsor LLC valued at Administrative services agreement with sponsor (effective 2026-02-05).

“● A Letter Agreement, dated February 5, 2026, by and among the Company, its officers, its directors, its direct institutional investors, and SPACSphere Sponsor LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.”