DeFi Development Corp. (DFDV): M&A transaction — Janover acquires Groundbreaker for $1M in stock/cash plus up to $4M earnout

which includes the Company. The consideration paid and payable by Buyer for the Purchased Assets is an aggregate purchase price (the “Purchase Price”) of One Million Dollars ($1,000,000) newly issued shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and cash. Sixty Thousand Dollars ($60,000) of the cash portion of the

On November 17, 2023, Janover Inc., a Delaware corporation (the “Company”), and Groundbreaker Tech Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Groundbreaker” and with the Company, “Buyer”), simultaneously (i) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Groundbreaker Technologies Inc., a Delaware corporation (“Seller”), and Jake Marmulstein (“Marmulstein” or the “Stockholder”), pursuant to which the Company agreed to acquire (the “Acquisition”) substantially all of the assets of the Seller (the “Purchased Assets”) and certain liabilities (where any) related to Seller’s business activities (these business activities are referred to herein as the “Business”) and (ii) closed the Acquisition (the “Closing”).