Material Agreements

AI Era Corp. entered into Crom SPA with Crom Structured Opportunities Fund I, LP valued at $154,500 (effective 2026-01-28).

“On January 28, 2026, the Company entered into a Securities Purchase Agreement (the “Crom SPA” and, together with the Monroe SPA, the “SPAs”) with Crom Structured Opportunities Fund I, LP (“Crom”), pursuant to which the Company issued to Crom a convertible promissory note in the principal amount of $154,500 (the “Crom Note” and, together with the Monroe Note, the “Notes”) for cash proceeds of $150,000 (reflecting $4,500 original issue discount).”

AI Era Corp. entered into Monroe SPA with Monroe Street Capital Partners LP valued at $154,500 (effective 2026-01-27).

“On January 27, 2026, AI Era Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Monroe SPA”) with Monroe Street Capital Partners LP (“Monroe”), pursuant to which the Company issued to Monroe a convertible promissory note in the principal amount of $154,500 (the “Monroe Note”) for cash proceeds of $150,000 (reflecting $4,500 original issue discount).”

ModuLink Inc. entered into Share Purchase Agreement with Wah Shing Lam, and ASA Robotics Limited (effective 2026-01-26).

“On January 26, 2026, ModuLink Inc., a Nevada corporation (the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”), by and among, the Company, ModuLink Innotech Limited, an entity fully formed and existing under the laws of Hong Kong and a wholly-owned subsidiary of the Company (“Innotech”), and Wah Shing Lam, and ASA Robotics Limited (“ASA Robotics”).”

ZILLOW GROUP, INC. entered into Credit Agreement with Goldman Sachs Bank USA valued at $500 million revolving credit facility (effective 2026-01-30).

“On January 30, 2026, Zillow Group, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, MFTB Holdco, Inc., Zillow, Inc. (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), Goldman Sachs Bank USA as administrative agent (in such capacity, the “Administrative Agent”) and as an issuing bank, and the other issuing banks from time to time party thereto. The Credit Agreement provides for a $500 million revolving credit facility”

Laird Superfood, Inc. amended Amendment No. 1 to the Investment Agreement with Gateway Superfood NSSIII Investment, LLC and Gateway Superfood NSSIV Investment, LLC (effective 2026-01-30).

“On January 30, 2026, the parties entered into Amendment No. 1 to the Investment Agreement (the “ Amendment ”), which amended the form of Certificate of Designation for the Preferred Stock (the “ Certificate of Designation ”) to provide that, in accordance with the NYSE American voting rights rules, the conversion price for the Additional Shares will be the “Minimum Price” as defined in the applicable NYSE American rules (as such rules may be amended from time to time) measured at the time of delivery of the Additional Shares Purchase Notice (as defined in the Investment Agreement) under the Investment Agreement related to the issuance of such Additional Shares and solely to the extent that such “Minimum Price” exceeds the conversion price (as adjusted in accordance with the Certificate of Designation).”

International Land Alliance Inc. entered into New Warrant with Mast Hill Fund L.P. (effective 2026-01-29).

“The New Warrant issued January 29, 2026, pursuant to which Mast Hill may purchase 5,337,316 shares of Company common stock for a term of 10 years from issuance”

International Land Alliance Inc. amended Amendment #1 to the Securities Purchase Agreement with Mast Hill Fund L.P. (effective 2026-01-29).

“On January 29, 2026, the Company entered into the following agreements with Mast Hill Fund L.P. (“Mast Hill”): a. Amendment #1 to the Securities Purchase Agreement (attached hereto as Exhibit 10.1) made effective as of November 17, 2025”

Velocity Financial, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $500 million (effective 2026-01-30).

“On January 30, 2026 Velocity Commercial Capital, LLC (the “Issuer”), a wholly-owned subsidiary of Velocity Financial, Inc. (“Velocity” or the “Company”) and the Company, as guarantor, completed the issuance and sale of $500 million aggregate principal amount of the Issuer’s 9.375% Senior Notes due 2031 (the “Notes”) pursuant to an Indenture, dated as of January 30, 2026, by and between the Issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee.”

ALX ONCOLOGY HOLDINGS INC entered into Underwriting Agreement with Piper Sandler & Co., UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters valued at approximately $150 million (effective 2026-01-30).

“On January 30, 2026, ALX Oncology Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co., UBS Securities LLC and Wells Fargo Securities, LLC as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 76,979,112 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $1.57 per share and pre-funded warrants (the “Pre-Funded Warrants”) to purchase 18,574,120 shares of Common Stock at an offering price of $1.569 per Pre-Funded Warrant.”

SmartKem, Inc. entered into "Purchase Agreement" with an institutional investor valued at $680,500 (effective 2026-01-30).

“On January 30, 2026, SmartKem, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor”

Arrive AI Inc. entered into Side Letter Agreement with Streeterville Capital, LLC valued at Company agreed to file registration statement on Form S-1 registering at least 10,000,000 Purchase S (effective 2026-01-26).

“On January 26, 2026, the Company entered into a Side Letter Agreement with Streeterville (the “Side Letter Agreement”) whereby the Company agreed to file a registration statement on Form S-1 that registers at least 10,000,000 Purchase Shares (as defined in the Streeterville Purchase Agreement) by February 9, 2026.”

Arrive AI Inc. entered into Pre-Paid Purchase No. 4 with Streeterville Capital, LLC valued at $10,800,000 principal balance (effective 2026-01-26).

“Under the Pre-Paid Purchase No. 4, the Investor paid $10,000,000 to the Company, representing the purchase price for an unsecured promissory note with an original principal balance of $10,800,000, which included an $800,000 original issue discount.”

ESS Tech, Inc. entered into Purchase Agreement with certain institutional investors valued at approximately $13.5 million (effective 2026-01-29).

“On January 29, 2026, ESS Tech, Inc. (the “Company”) signed a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors identified on the signature pages thereto (the “Purchasers”) pursuant to which the Company agreed to issue and sell in a registered direct offering registered under the Securities Act of 1933, as amended (the “Securities Act”), an aggregate of 3,471,428 shares (the “Shares”) of the Company’s common stock (“Common Stock”), Pre-Funded Warrants to purchase an aggregate of 5,100,000 shares of Common Stock at an exercise price of $0.00001 per share (the “Pre-Funded Warrants”), and the 5,100,000 shares of Common Stock underlying the Pre-Funded Warrants (“Pre-Funded Warrant Shares”) at an offering price of $1.75 per Share or $1.74999 per Pre-Funded Warrant, as applicable (the “Registered Direct Offering”).”

GRI Bio, Inc. amended Amendment No. 1 to At The Market Offering Agreement with H.C. Wainwright & Co., LLC valued at increase the aggregate offering price of the Shares that the Company may sell in the ATM Offering fr (effective 2026-01-28).

“On January 29, 2026, the Company entered into an Amendment No. 1 to At The Market Offering Agreement (the “Amendment”) with Wainwright, effective as of January 28, 2026, to increase the aggregate offering price of the Shares that the Company may sell in the ATM Offering from $10,000,000 to up to the dollar amount of Shares registered on the prospectus supplement pursuant to which the ATM Offering is being made.”

Coya Therapeutics, Inc. entered into Securities Purchase Agreement with certain accredited investors valued at approximately $11.1 million (effective 2026-01-29).

“On January 29, 2026, Coya Therapeutics, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”) with certain accredited investors”

Brand Engagement Network Inc. entered into Securities Purchase Agreement with Ben Capital Fund I, LLC valued at $1,518,000 (effective 2026-01-29).

“On January 29, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Ben Capital Fund I, LLC for a private placement of 24,000 shares of the Company’s common stock at a purchase price of $63.25 per share, for total gross proceeds of $1,518,000.”

BKV Corp entered into Amended and Restated Limited Liability Company Agreement with BPPUS (effective 2026-01-30).

“At Closing, BKV and BPPUS entered into an Amended and Restated Limited Liability Company Agreement (the “A&R LLCA”), dated January 30, 2026, which governs the BKV-BPP Power Joint Venture”

SunPower Inc. entered into Standby Equity Purchase Agreement with YA II PN, LTD. valued at up to $20 million (effective 2026-01-27).

“SunPower Inc. (the “ Company ”) entered into a Standby Equity Purchase Agreement (the “ SEPA ”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “ Investor ”).”

Aspire Biopharma Holdings, Inc. entered into Securities Purchase Agreement with certain investors (the “Purchasers”) valued at aggregate principal amount of $2,173,913.04 for a subscription price of $2,000,000 (effective 2026-01-26).

“On January 26, 2026, Aspire Biopharma Holdings, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company sold to the Purchasers certain debentures in an aggregate principal amount of $2,173,913.04 for a subscription price of $2,000,000”

Dragonfly Energy Holdings Corp. entered into Equity Distribution Agreement with Canaccord Genuity LLC valued at up to $50.0 million (effective 2026-01-30).

“On January 30, 2026, Dragonfly Energy Holdings Corp. (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Canaccord Genuity LLC (the “Lead Agent”), as representative of the several sales agents identified on Schedule 1 thereto (together with the Lead Agent, the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Lead Agent, up to $50.0 million of shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”).”

Onex Direct Lending BDC Fund entered into Revolving OUSH Loan with Onex US Holdings LLC valued at Entry into revolving loan agreement to provide the Company with the ability to fund investments, pay (effective 2026-01-29).

“On January 29, 2026, the Company entered into a revolving loan agreement (“ Revolving OUSH Loan ”) with Onex US Holdings LLC, a subsidiary of the ultimate parent entity of the investment adviser of the Company.”

Onex Direct Lending BDC Fund terminated A&R Revolving OCF II Loan with Onex Credit Finance II Corporation valued at Termination of amended and restated revolving loan agreement (effective 2026-01-29).

“On January 29, 2026, the Board of Trustees of Onex Direct Lending BDC Fund (the “ Company ”) approved the Company’s termination of the amended and restated revolving loan agreement (“ A&R Revolving OCF II Loan ”) between the Company and Onex Credit Finance II Corporation, a subsidiary of the ultimate parent entity of the investment adviser of the Company.”

Direct Digital Holdings, Inc. amended Eleventh Amendment and Waiver to Term Loan and Security Agreement with Lafayette Square Loan Servicing, LLC valued at $4.0 million amendment fee (effective 2026-01-27).

“On January 27, 2026, Direct Digital Holdings, LLC (“ DDH LLC ”), as borrower, entered into the Eleventh Amendment and Waiver to Term Loan and Security Agreement (the “ Eleventh Amendment ”) to the Term Loan and Security Agreement dated December 3, 2021 (the “ Term Loan Facility ”) with Direct Digital Holdings, Inc. (the “ Company ”), Colossus Media, LLC, Huddled Masses LLC and Orange142, LLC, as guarantors (such guarantors together with DDH LLC, the “ Credit Parties ”), and Lafayette Square Loan Servicing, LLC (“ LS ”), as administrative agent, and Lafayette Square USA, Inc. (“ Lafayette ”) and the other lenders from time to time party thereto.”

Bain Capital Private Credit terminated Transfer Agent Servicing Agreement dated as of September 29, 2023 with SS&C Technologies, Inc. and SS&C GIDS, Inc. (effective 2026-01-23).

“the Fund and SS&C Technologies, Inc. and SS&C GIDS, Inc. (together, “SS&C”) mutually agreed on January 23, 2026 to amend the term of the Transfer Agent Servicing Agreement dated as of September 29, 2023 by and between the Fund and SS&C such that the last day of provision of transfer agency services will be January 31, 2026.”

Bain Capital Private Credit entered into Transfer Agent Agreement with U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services (effective 2026-01-27).

“On January 27, 2026, Bain Capital Private Credit (the “ Fund ”) entered into a Transfer Agent Servicing Agreement (the “ Transfer Agent Agreement ”) with U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services as the Fund’s transfer agent (“ U.S. Bank ”), effective as of February 1, 2026.”

ASP Isotopes Inc. entered into Series Seed-1 Preferred Stock Purchase Agreement with Opeongo, Inc. valued at $2.2952 per share (effective 2026-01-26).

“On January 26, 2026, ASP Isotopes Inc., a Delaware corporation (“ ASP Isotopes ” or the “ Company ”), entered into a Series Seed-1 Preferred Stock Purchase Agreement (the “ Purchase Agreement ”) with Opeongo, Inc., a Delaware corporation (“ Opeongo ”), pursuant to which the Company agreed to purchase from Opeongo 4,356,918 shares of Opeongo’s Series Seed-1 Preferred Stock, $0.0001 par value per share (the “ Series Seed-1 Preferred Stock ”), at a price of $2.2952 per share”

BranchOut Food Inc. entered into Senior Secured Promissory Note with Kaufman Kapital LLC valued at $1,500,000 principal, 8% per annum interest, matures January 28, 2027 (effective 2026-01-28).

“On January 28, 2026, BranchOut Food Inc. (the “Company”), borrowed $1,500,000 from Kaufman Kapital LLC (“Kaufman”), pursuant to a Senior Secured Promissory Note in the principal amount of $1,500,000 (the “Note”), issued by the Company to Kaufman.”

RICHTECH ROBOTICS INC. entered into Purchase Agreement with institutional investor valued at aggregate gross proceeds of $38,675,000 (effective 2026-01-27).

“On January 27, 2026, Richtech Robotics Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor.”

Quetta Acquisition Corp terminated Agreement and Plan of Merger with KM QUAD, Quad Global Inc., and Quad Group Inc. valued at Termination of Merger Agreement by mutual consent (effective 2026-01-15).

“As described above in Item 1.01, on January 15, 2026, the Company and the other parties thereto entered into the Termination Agreement, pursuant to which the Merger Agreement was terminated in its entirety, effective as of January 15, 2026, subject to the terms and conditions set forth in the Termination Agreement.”

Quetta Acquisition Corp entered into Termination Agreement with KM QUAD, Quad Global Inc., and Quad Group Inc. valued at Termination of Merger Agreement with mutual releases (effective 2026-01-15).

“On January 15, 2026, Quetta Acquisition Corporation, a Delaware corporation (the “Company”), entered into a Termination Agreement (the “Termination Agreement”) with KM QUAD, a Cayman Islands exempted company, Quad Global Inc., a Cayman Islands exempted company, and Quad Group Inc., a Cayman Islands exempted company (collectively, the “Parties”).”

Lake Superior Acquisition Corp entered into Plan of Merger and Business Combination Agreement with Openmarkets Group Pty Ltd valued at Merger with earnout milestones: up to 70,000,000 milestone shares (effective 2026-01-23).

“On January 23, 2026, Lake Superior Acquisition Corp. (the “Company” or “Lake Superior”) entered into a definitive Plan of Merger and Business Combination Agreement (the “Business Combination Agreement”) with Openmarkets Group Pty Ltd, an Australian proprietary limited company (“OMG”), and BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Seller”) and such other persons who are contemplated to later join this Agreement as the “Purchaser” and “Merger Sub” therein, which are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.””

York Space Systems Inc. entered into Underwriting Agreement with Goldman Sachs & Co. LLC, Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (effective 2026-01-28).

“On January 28, 2026, in connection with the pricing of the IPO, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to offer and sell 18,500,000 shares of its Common Stock at the IPO Price.”

Space Asset Acquisition Corp. entered into Sponsor Private Placement Units Purchase Agreement with Space Asset Acquisition Sponsor LLC valued at Private placement units purchase agreement with sponsor (effective 2026-01-27).

“A Private Placement Units Purchase Agreement, dated January 27, 2026, by and between the Company and the Sponsor (the “Sponsor Private Placement Units Purchase Agreement”)”

Space Asset Acquisition Corp. entered into Registration Rights Agreement with Space Asset Acquisition Sponsor LLC and holders valued at Registration rights agreement (effective 2026-01-27).

“A Registration Rights Agreement, dated January 27, 2026, by and among the Company, the Sponsor and the Holders signatory thereto”

Space Asset Acquisition Corp. entered into Investment Management Trust Agreement with Efficiency INC. valued at Trust agreement for IPO proceeds (effective 2026-01-27).

“An Investment Management Trust Agreement, dated January 27, 2026, by and between the Company and Efficiency INC., as trustee”

Space Asset Acquisition Corp. entered into Letter Agreement with Space Asset Acquisition Sponsor LLC, executive officers, directors, advisors valued at Letter agreement among insiders and sponsor (effective 2026-01-27).

“A Letter Agreement, dated January 27, 2026 (the “Letter Agreement”), by and among the Company, its executive officers, its directors, its advisors and the Company’s sponsor, Space Asset Acquisition Sponsor LLC (the “Sponsor”)”

Space Asset Acquisition Corp. entered into Warrant Agreement with Efficiency INC. valued at Warrant agreement for warrants forming part of units (effective 2026-01-27).

“● A Warrant Agreement, dated January 27, 2026, by and between the Company and Efficiency INC., as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.”

Space Asset Acquisition Corp. entered into Underwriting Agreement with BTIG, LLC valued at Underwriting Agreement for IPO of 23,000,000 units (effective 2026-01-27).

“An Underwriting Agreement, dated January 27, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters”

Mountain Lake Acquisition Corp. II entered into Indemnity Agreement with officers and directors valued at Indemnity Agreement dated January 26, 2026 among the Company and each of the officers and directors (effective 2026-01-26).

“● Indemnity Agreement, dated as of January 26, 2026, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.6 and incorporated herein by reference”

Mountain Lake Acquisition Corp. II entered into Private Units Subscription Agreement (BTIG) with BTIG, LLC valued at Private Units Subscription Agreement dated January 26, 2026 between the Company and BTIG (effective 2026-01-26).

“● Private Units Subscription Agreement, dated January 26, 2026, by and between the Company and BTIG, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference;”

Mountain Lake Acquisition Corp. II entered into Private Units Subscription Agreement (Sponsor) with Mountain Lake Acquisition Sponsor II LLC valued at Private Units Subscription Agreement dated January 26, 2026 between the Company and the Sponsor (effective 2026-01-26).

“● Private Units Subscription Agreement, dated January 26, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference;”

Mountain Lake Acquisition Corp. II entered into Registration Rights Agreement with certain security holders valued at Registration Rights Agreement dated January 26, 2026 among the Company and certain security holders (effective 2026-01-26).

“● Registration Rights Agreement, dated as of January 26, 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;”

Mountain Lake Acquisition Corp. II entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Investment Management Trust Agreement dated January 26, 2026 between the Company and Continental Sto (effective 2026-01-26).

“● Investment Management Trust Agreement, dated as of January 26, 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;”

Mountain Lake Acquisition Corp. II entered into Letter Agreement with Mountain Lake Acquisition Sponsor II LLC valued at Letter Agreement dated January 26, 2026 among the Company, Sponsor, initial shareholders and officer (effective 2026-01-26).

“● Letter Agreement, dated January 26, 2026, by and among the Company, Mountain Lake Acquisition Sponsor II 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;”

Mountain Lake Acquisition Corp. II entered into Warrant Agreement with Continental Stock Transfer & Trust Company valued at Warrant Agreement dated January 26, 2026 between the Company and Continental Stock Transfer & Trust (effective 2026-01-26).

“● Warrant Agreement, dated as of January 26, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference;”

Mountain Lake Acquisition Corp. II entered into Underwriting Agreement with BTIG, LLC valued at Underwriting Agreement dated January 26, 2026 between the Company and BTIG, LLC as representative of (effective 2026-01-26).

“● Underwriting Agreement, dated January 26, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters (“BTIG”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference;”

GigCapital9 Corp. entered into Registration Rights Agreement with Sponsor and certain other security holders named therein (effective 2026-01-26).

“A Registration Rights Agreement, dated January 26, 2026, by and among the Company, the Sponsor, and certain other security holders named therein, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference”

GigCapital9 Corp. entered into Administrative Services Agreement with GigManagement, LLC (effective 2026-01-26).

“An Administrative Services Agreement, dated January 26, 2026, by and between the Company and GigManagement, LLC, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference”

GigCapital9 Corp. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2026-01-26).

“An Investment Management Trust Agreement, dated January 26, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference”

GigCapital9 Corp. entered into Rights Agreement with Continental Stock Transfer & Trust Company (effective 2026-01-26).

“A Rights Agreement, dated January 26, 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”