JanOne (JAN) - 2025 Q2 - Quarterly Results

SECURITIES PURCHASE AGREEMENT This agreement outlines the terms for ALT5 Sigma Corporation's private placement of securities to raise up to $1.5 billion, alongside related registration rights and token purchase agreements Agreement Overview This agreement, signed August 11, 2025, governs ALT5 Sigma Corporation's private placement of securities to raise up to $1.5 billion, including a simultaneous token purchase from a principal investor - The agreement date is August 11, 2025, with ALT5 Sigma Corporation (the Company) and various purchasers as key parties[2] - This issuance and sale of securities is a private placement conducted under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D[3] - Concurrently with the securities sale, parties will execute a Registration Rights Agreement and a Token Purchase Agreement (TPA), under which the Company will purchase $WLFI tokens from principal investor World Liberty Financial, Inc.[3] Key Issuance Terms | Metric | Details | | :--- | :--- | | Maximum Offering Amount | $1.5 billion | | Tax Treatment | The transaction for purchasing securities is intended to be treated as an exchange under Section 351(a) of the U.S. Tax Code | ARTICLE I. DEFINITIONS This section defines key terms used throughout the agreement, covering securities, corporate governance, legal compliance, transaction processes, and digital assets to ensure consistent understanding 1.1 Definitions This section defines key terms used throughout the agreement, covering securities, corporate governance, legal compliance, transaction processes, and digital assets to ensure consistent understanding - Key terms related to company structure, security types, transaction processes, legal compliance, and digital assets are defined, such as "Securities," "Common Stock," "Warrants," "Closing Date," and "Material Adverse Effect"[6][15][54] - Definitions for digital assets include stablecoins like USD1, USDC, USDT, and $WLFI as the governance token issued by World Liberty Financial, Inc.[51][52][53][64] - Terms related to transaction documents are defined, with "Transaction Documents" encompassing this Agreement, Management Lock-Up Agreements, Registration Rights Agreement, Placement Agent Agreement, and all exhibits and schedules[60] Key Definition Examples | Term | Description | | :--- | :--- | | Securities | Refers to Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Principal Investor Warrants, Principal Investor Warrant Shares, Management Warrants, and Management Warrant Shares | | Common Stock | Refers to the Company's common stock, par value $0.001 per share | | Closing Date | The date when all Transaction Documents are signed and delivered by applicable parties, and all conditions precedent are satisfied or waived | | Per Share Purchase Price | $7.50, subject to adjustment for stock splits or similar transactions | | $WLFI | The governance token issued by World Liberty Financial, Inc. | ARTICLE II. PURCHASE AND SALE This article details the purchase and sale of securities, including closing conditions, delivery requirements, and payment methods, ensuring a structured and compliant transaction process 2.1 Closing This section outlines the closing terms for the securities purchase and sale, including purchaser options for shares or pre-funded warrants, beneficial ownership limits, and flexible payment methods using cash, stablecoins, or $WLFI tokens at fixed exchange rates - The Company agrees to sell, and purchasers agree to buy, shares totaling approximately $750 million; purchasers may opt for pre-funded warrants instead of shares to avoid exceeding beneficial ownership limits (4.99% or 9.99%)[66] - Purchasers who sell securities before closing (pre-closing securities) are still obligated to purchase those securities at closing[66] Payment Methods and Exchange Rates | Payment Method | Value/Exchange Rate | | :--- | :--- | | Cash | U.S. dollars | | USD1, USDT, USDC | Fixed rate of $1.00 | | $WLFI | Fixed rate of $0.20 per token | 2.2 Deliveries This section itemizes the documents and assets to be delivered by the Company and purchasers on or before the closing date, ensuring smooth transaction completion and legal compliance - The Company must deliver signed agreements, legal opinions, transfer agent instructions, company bank account or escrow addresses, pre-funded warrants, asset manager warrants, principal investor warrants, management warrants, management lock-up agreements, registration rights agreement, and TPA to purchasers[67] - Purchasers (or the principal investor) must deliver signed agreements, registration rights agreement, TPA, investor lock-up agreement to the Company, and pay the subscription amount via wire transfer or digital asset transfer[67] 2.3 Closing Conditions This section specifies the conditions that both the Company and purchasers must satisfy at closing, including accuracy of representations, fulfillment of obligations, and absence of certain external events, to ensure the transaction's legality and stability - Conditions for the Company's closing obligations include: purchasers' representations and warranties being accurate in all material respects, purchasers' obligations being fulfilled, and purchasers having delivered items specified in Section 2.2(b)[68] - Conditions for purchasers' closing obligations include: Company's representations and warranties being accurate in all material respects, Company's obligations being fulfilled, Company having delivered items specified in Section 2.2(a), the Asset Management Agreement being signed and effective, no Material Adverse Effect since agreement signing, and no trading suspension or significant financial market changes[68] ARTICLE III. REPRESENTATIONS AND WARRANTIES This article details the representations and warranties made by both the Company and the purchasers, covering corporate status, legal compliance, financial condition, and investment intent, to ensure transparency and mitigate risks 3.1 Representations and Warranties of the Company The Company makes extensive representations and warranties regarding its organization, operations, financial condition, legal compliance, intellectual property, internal controls, SEC reports, and matters related to the securities issuance and $WLFI token purchase, providing comprehensive disclosure and risk assurance to purchasers - The Company warrants that it and its subsidiaries are duly organized, validly existing, possess all necessary power and authority to conduct business, and are not in violation of their organizational documents[71] - The Company has obtained all necessary corporate authorization to execute and perform the Transaction Documents and to issue and sell the Securities, which constitute valid and binding obligations of the Company[72] - The Company warrants that its SEC Reports comply in all material respects, contain no false statements or material omissions, and its financial statements are prepared in accordance with GAAP and fairly present its financial condition[78] - The Company confirms it is not an "investment company" as defined by the Investment Company Act of 1940 and will conduct its business in a manner that avoids becoming one[92] - The Company makes several acknowledgments regarding its purchase of $WLFI tokens, including its sole use as a governance token, absence of economic rights, "as is" sale, and awareness of regulatory uncertainties[117][118][119][120] - The Company warrants that it has implemented and maintains commercially reasonable safeguards to protect the integrity, continuous operation, and security of its confidential information and IT systems[108] 3.1(a) Subsidiaries All direct and indirect subsidiaries of the Company are disclosed in SEC reports or to purchasers, with the Company owning all equity interests free of liens - All direct and indirect subsidiaries of the Company are listed in SEC reports or disclosed to purchasers; the Company directly or indirectly owns all equity interests in each subsidiary, free of any liens[70] 3.1(b) Organization and Qualification The Company and its subsidiaries are duly organized, validly existing, and qualified to do business, possessing all necessary power and authority without violating organizational documents - The Company and its subsidiaries are duly organized and validly existing, possess all necessary power and authority to conduct business, and have not violated their organizational documents; they are qualified to do business in all jurisdictions where failure to qualify would not result in a Material Adverse Effect[71] 3.1(c) Authorization; Enforcement The Company possesses full corporate power and authority to execute and perform this agreement and other transaction documents, with all necessary corporate actions taken, making the agreement a valid and binding obligation - The Company possesses full corporate power and authority to execute and perform this Agreement, other Transaction Documents, the Asset Management Agreement, and the Strategic Advisory Agreement; all necessary corporate actions have been taken, and the agreements constitute valid and binding obligations of the Company[72] 3.1(d) No Conflicts Assuming shareholder approval and authorized share increase, the Company's execution and performance of this agreement will not conflict with its charter, existing agreements, or laws, nor create liens or termination rights, unless such conflicts would not result in a Material Adverse Effect - Assuming shareholder approval and the effectiveness of the authorized share increase amendment, the Company's execution and performance of this Agreement and other Transaction Documents will not conflict with its charter, existing agreements, or any laws or regulations, nor result in liens or termination rights, unless such conflicts would not result in a Material Adverse Effect[73][74] 3.1(e) Filings, Consents and Approvals The Company requires no consents, waivers, authorizations, or orders from, nor notices, filings, or registrations with, any court or governmental agency, except for specific filings required by this agreement, listing applications, registration statements, and state securities law filings - The Company requires no consent, waiver, authorization, or order from, nor notice to, or filing or registration with, any court or governmental agency, except for filings required by Section 4.4 of this Agreement, listing applications for the applicable Trading Market, registration statements required by the Registration Rights Agreement, and Form D and state securities law filings with the Commission[75] 3.1(f) Issuance of the Securities The shares are duly authorized and, upon issuance and payment, will be validly issued, fully paid, and non-assessable, free of Company-imposed liens; warrants are duly authorized and will constitute legal, valid, and binding obligations; warrant shares will be validly issued, fully paid, and non-assessable upon the effectiveness of the authorized share increase amendment - The shares are duly authorized and, upon issuance and payment in accordance with the Transaction Documents, will be validly issued, fully paid, and non-assessable, free of any liens imposed by the Company; the warrants are duly authorized and, upon issuance, will constitute legal, valid, and binding obligations of the Company; the warrant shares, upon the effectiveness of the authorized share increase amendment, will be validly issued, fully paid, and non-assessable[76] 3.1(g) Capitalization The Company's authorized, issued, and outstanding capital stock information disclosed in SEC Reports is accurate, with all issued common stock being duly authorized, validly issued, fully paid, and non-assessable, complying with securities laws - The Company's authorized, issued, and outstanding capital stock information disclosed in SEC Reports is accurate in all material respects; all issued and outstanding common stock is duly authorized, validly issued, fully paid, and non-assessable, and complies with all federal and state securities laws[77] - Except as disclosed in Schedule 3.1(g) and SEC Reports, and the current securities purchase and asset manager warrant issuance, the Company has not issued any capital stock and has no preemptive, participation, or similar rights[77] 3.1(h) SEC Reports; Financial Statements The Company has timely filed all SEC Reports, which complied with securities laws and contained no false statements or material omissions, and its financial statements fairly present its financial condition in accordance with GAAP - The Company has timely filed all SEC Reports, which complied in all material respects with the Securities Act and Exchange Act at the time of filing, and contained no false statements or material omissions[78] - The Company's financial statements comply in all material respects with GAAP and Commission rules and regulations, fairly presenting the Company's financial condition, results of operations, and cash flows[78] 3.1(i) Material Changes; Undisclosed Events, Liabilities or Developments Since the most recent audited financial statements, no undisclosed events or liabilities have occurred that would reasonably be expected to have a Material Adverse Effect, nor have there been changes in accounting methods, dividend declarations, or equity issuances to affiliates (excluding existing employee option plans) - Since the most recent audited financial statements, except as disclosed in SEC Reports, no events have occurred that have had or could reasonably be expected to have a Material Adverse Effect on the Company; the Company has incurred no undisclosed material liabilities, changed no accounting methods, declared no dividends, and issued no equity securities to affiliates (excluding existing employee option plans)[79] 3.1(j) Litigation Except as listed in Schedule 3.1(j), there is no pending or threatened litigation, investigation, or proceeding against the Company, its subsidiaries, or their property, and disclosed litigation will not adversely affect the legality, validity, or enforceability of transaction documents or securities, nor result in a Material Adverse Effect - Except as listed in Schedule 3.1(j), there is no pending or known threatened litigation, investigation, or proceeding against the Company, any subsidiary, or their property; disclosed litigation will not adversely affect the legality, validity, or enforceability of the Transaction Documents or Securities, nor result in a Material Adverse Effect[80] 3.1(k) Labor Relations The Company's employees are free from labor disputes, with no threatened or imminent disputes that would result in a Material Adverse Effect, and the Company maintains good relations with employees while complying with labor laws - The Company's employees are free from labor disputes, with no threatened or imminent disputes that would result in a Material Adverse Effect; the Company and its subsidiaries maintain good relations with employees and comply with all applicable labor laws and regulations[81] 3.1(l) Compliance The Company and its subsidiaries have not violated any agreements, judgments, decrees, or governmental regulations, including tax, environmental, occupational health and safety, product quality, and employment laws, unless such violations would not result in a Material Adverse Effect - The Company and its subsidiaries have not violated any agreements, judgments, decrees, or governmental regulations, including tax, environmental, occupational health and safety, product quality, and employment labor laws, unless such violations would not result in a Material Adverse Effect[82] 3.1(m) Environmental Laws The Company and its subsidiaries comply with all environmental laws, possess necessary permits, and adhere to their terms, with non-compliance not resulting in a Material Adverse Effect - The Company and its subsidiaries comply with all federal, state, local, and foreign environmental laws, have obtained all necessary permits and approvals, and comply with their terms and conditions, with non-compliance not resulting in a Material Adverse Effect[83] 3.1(n) Regulatory Permits The Company and its subsidiaries hold all material regulatory permits required for their operations and have received no notice of revocation or modification - The Company and its subsidiaries possess all material regulatory permits required to conduct their business and have received no notice regarding the revocation or modification of these permits[84] 3.1(o) Title to Assets The Company and its subsidiaries hold good and marketable title to all material real and personal property, free of liens, unless such liens do not affect asset value or use, or are for properly reserved taxes - The Company and its subsidiaries hold good and marketable title to all material real property and good and marketable title to all material personal property, free of liens, unless such liens do not affect asset value or use, or are for taxes for which adequate reserves have been provided[85] 3.1(p) Intellectual Property The Company and its subsidiaries own or have rights to use all necessary intellectual property, have received no infringement notices or expiration threats, and have implemented reasonable security measures to protect confidentiality and value - The Company and its subsidiaries own or have the right to use all intellectual property necessary to conduct their business, have received no notice of infringement or impending expiration of intellectual property rights, and have taken reasonable security measures to protect the confidentiality and value of their intellectual property[86] 3.1(q) Insurance The Company and its subsidiaries maintain prudent and industry-standard insurance coverage, including D&O liability, and expect to renew existing policies or obtain similar coverage - The Company and its subsidiaries maintain insurance coverage that is prudent and consistent with industry practice, including directors and officers liability insurance; the Company believes it can renew existing insurance or obtain similar coverage[87] 3.1(r) Transactions with Affiliates and Employees Except as listed in Schedule 3.1(r), no officers, directors, or employees of the Company or its subsidiaries have engaged in transactions exceeding $120,000 with the Company or its subsidiaries, other than normal compensation, expense reimbursements, or employee benefits - Except as listed in Schedule 3.1(r), no officers, directors, or employees of the Company or its subsidiaries have engaged in transactions exceeding $120,000 with the Company or its subsidiaries, other than normal compensation, expense reimbursements, or employee benefits[88] 3.1(s) Sarbanes-Oxley; Internal Accounting Controls The Company and its subsidiaries comply with Sarbanes-Oxley and Commission rules, maintain internal accounting controls providing reasonable assurance, and have established disclosure controls and procedures - The Company and its subsidiaries comply with the Sarbanes-Oxley Act and relevant Commission rules and regulations; the Company maintains internal accounting controls sufficient to provide reasonable assurance and has established disclosure controls and procedures[89] 3.1(t) Certain Fees Except for placement agent fees and expenses, the Company or its subsidiaries owe no brokerage or finder's fees to any broker, financial advisor, or other person in connection with the Transaction Documents - Except for the fees and expenses of the placement agent, the Company or its subsidiaries owe no brokerage or finder's fees to any broker, financial advisor, or other person in connection with the Transaction Documents[90] 3.1(u) Private Placement Assuming the accuracy of purchasers' representations and warranties, the Company's issuance and sale of securities to purchasers is exempt from registration under the Securities Act and does not violate trading market rules - Assuming the accuracy of purchasers' representations and warranties, the Company's issuance and sale of securities to purchasers is exempt from registration under the Securities Act; the issuance and sale of securities do not violate the rules and regulations of the Trading Market[91] 3.1(v) Investment Company The Company is not and will not become an "investment company" as defined by the Investment Company Act of 1940, and will conduct its business to avoid such status - The Company is not and will not become an "investment company" as defined by the Investment Company Act of 1940, and will conduct its business in a manner that avoids becoming an investment company[92] 3.1(w) Registration Rights Except for rights granted to purchasers under the Registration Rights Agreement, no individual has the right to require the Company or its subsidiaries to register any securities under the Securities Act - Except for rights granted to each purchaser under the Registration Rights Agreement, no individual has the right to require the Company or its subsidiaries to register any securities under the Securities Act[93] 3.1(x) Listing and Maintenance Requirements The common stock is registered under Section 12(b) or 12(g) of the Exchange Act, the Company complies with its trading market's continued listing requirements, and the common stock is eligible for electronic transfer through the Depository Trust Company - The common stock is registered under Section 12(b) or 12(g) of the Exchange Act, the Company complies with the continued listing requirements of its Trading Market, and the common stock is eligible for electronic transfer through the Depository Trust Company[94] 3.1(y) Application of Takeover Protections The Company and its Board have taken all necessary actions to ensure that any control share acquisition, business combination, poison pill, or similar anti-takeover provisions do not apply to purchasers, preventing their triggering by the receipt of securities - The Company and the Board have taken all necessary actions to render any control share acquisition, business combination, poison pill, or similar anti-takeover provisions inapplicable to purchasers, to avoid triggering such provisions due to purchasers' receipt of securities[95] 3.1(z) Disclosure The Company confirms it has not provided purchasers with any material non-public information (except for material terms of transaction documents), and all disclosures provided are true, accurate, and free of false statements or material omissions - The Company confirms it has not provided purchasers with any information that constitutes or could constitute material non-public information (except for the material terms of the Transaction Documents, Asset Management Agreement, and Strategic Advisory Agreement); all disclosures provided by the Company to purchasers are true and accurate, containing no false statements or material omissions[96] 3.1(aa) No Integrated Offering Assuming the accuracy of purchasers' representations and warranties, the Company or its affiliates have not conducted any securities offerings that would integrate with this issuance, requiring registration under the Securities Act or shareholder approval - Assuming the accuracy of purchasers' representations and warranties, the Company or its affiliates have not conducted any securities offerings that could result in the integration of this securities issuance with prior offerings, thereby requiring registration under the Securities Act or shareholder approval[97] 3.1(bb) Indebtedness Schedule 3.1(bb) lists all outstanding secured and unsecured indebtedness of the Company or its subsidiaries as of the agreement date, and neither the Company nor its subsidiaries are in default on any debt - Schedule 3.1(bb) lists all outstanding secured and unsecured indebtedness of the Company or its subsidiaries as of the date of this Agreement; neither the Company nor its subsidiaries are in default on any indebtedness[98] 3.1(cc) Tax Status The Company and its subsidiaries have filed all material tax returns, paid all material taxes and government assessments, and adequately reserved for subsequent period taxes - The Company and its subsidiaries have filed all material U.S. federal, state, and local income tax returns, and all foreign income and franchise tax returns, and have paid all material taxes and governmental assessments, with adequate reserves for taxes in subsequent periods[99] 3.1(dd) No General Solicitation The Company or its representatives have not issued or sold securities through any "general solicitation" or "general advertising," limiting sales to purchasers and other "accredited investors" - The Company or its representatives have not issued or sold securities through any form of "general solicitation" or "general advertising," limiting sales to purchasers and other "accredited investors"[100] 3.1(ee) Foreign Corrupt Practices The Company, its subsidiaries, and to its knowledge, their agents or representatives, have not used funds for illegal political contributions, bribes, or in violation of the Foreign Corrupt Practices Act - The Company and its subsidiaries, and to the Company's knowledge, any of their agents or representatives, have not directly or indirectly used funds for illegal political contributions, bribes, or in violation of any provisions of the Foreign Corrupt Practices Act[101] 3.1(ff) Accountants The Company's accounting firm is listed in SEC Reports and, to the Company's knowledge, is a registered public accounting firm as required by the Exchange Act - The Company's accounting firm is listed in SEC Reports, and to the Company's knowledge, is a registered public accounting firm as required by the Exchange Act[102] 3.1(gg) No Disagreements with Accountants and Lawyers The Company has no disagreements with current or former accountants and lawyers and has paid all outstanding fees - The Company has no disagreements with current or former accountants and lawyers, and has paid all outstanding fees[103] 3.1(hh) Acknowledgment Regarding Purchasers' Purchase of Securities The Company confirms purchasers act solely as arm's-length purchasers, not as financial advisors or fiduciaries, and the Company's decision to sign the agreement is based on its independent evaluation - The Company confirms that purchasers act solely as arm's-length purchasers in the transaction, not as the Company's financial advisors or fiduciaries; the Company's decision to sign the agreement is based on its independent evaluation[104] 3.1(ii) Acknowledgment Regarding Purchaser's Trading Activity The Company understands purchasers are not required to cease trading its securities, and their trading activities, including short selling or derivatives, may negatively impact the market price, potentially diluting existing shareholders' equity value through hedging - The Company understands and confirms that purchasers are not required to cease purchasing or selling Company securities, and purchasers' trading activities (including short selling or derivatives trading) may negatively impact the market price of Company securities; purchasers may engage in hedging activities, which could reduce the equity value of existing shareholders[105] 3.1(jj) Regulation M Compliance The Company has not taken actions to stabilize or manipulate security prices to facilitate sales, nor paid compensation for soliciting security purchases (except to placement agents) - The Company has not taken any actions designed to stabilize or manipulate the price of securities to facilitate their sale, nor paid any compensation for soliciting purchases of securities (except to the placement agent)[106] 3.1(kk) Solvency Based on its consolidated financial condition at closing and after receiving proceeds, the Company's fair saleable value of assets exceeds its existing debts and liabilities, and its assets are sufficient for business operations, with no intent to incur debt beyond its ability to pay - Based on the Company's consolidated financial condition at the Closing Date, and after receiving proceeds from the securities sale, the fair saleable value of the Company's assets exceeds the amount payable on its existing debts and other liabilities, and the Company's assets are sufficient to support its business operations; the Company does not intend to incur debt beyond its ability to pay[107] 3.1(ll) Cybersecurity To the Company's knowledge, no unauthorized access, acquisition, loss, or disclosure of security breaches or company information leaks have occurred in the past three years; the Company complies with privacy and security laws and has implemented commercially reasonable safeguards for confidential information and IT systems - To the Company's knowledge, no unauthorized access, acquisition, loss, or disclosure of security breaches or company information leaks have occurred within the past three years; the Company complies with all applicable privacy and security laws and regulations, and has implemented commercially reasonable safeguards to protect the confidentiality of its information and the integrity of its IT systems[108] 3.1(uu) Purpose and Utility of $WLFI The Company confirms that the sole utility of purchasing and holding $WLFI is to participate in World Liberty Financial protocol (WLF protocol) governance, granting no economic or other rights like ownership, dividends, profit sharing, or additional tokens - The Company confirms that the sole utility of purchasing and holding $WLFI is to participate in the governance of the World Liberty Financial protocol (WLF protocol), granting no economic or other rights, such as ownership, dividends, profit sharing, or additional tokens[117] 3.1(xx) Regulation Uncertainty The Company confirms that $WLFI is not considered a security, is unregistered, and acknowledges significant regulatory uncertainty regarding blockchain technology and tokens, where existing or new laws may affect $WLFI's regulatory status - The Company confirms that $WLFI is not considered a security, is unregistered, and acknowledges significant uncertainty regarding the securities, financial, tax, and other legal applications of blockchain technology and tokens, where interpretations of existing or new laws may affect $WLFI's regulatory status[120] 3.2 Representations and Warranties of the Purchasers Purchasers make representations and warranties regarding their qualifications, purchase intent, investment experience, information access, and digital asset payment capability, ensuring compliance with private placement requirements and understanding of investment risks - Purchasers warrant that they are duly organized and possess full power and authority to execute and perform the Transaction Documents, and the agreement constitutes a valid and binding obligation for them[124] - Purchasers are acquiring securities as principal for their own account, without distribution intent, and understand the securities are "restricted securities" not registered under the Securities Act[125] - Purchasers are "accredited investors," "qualified purchasers," or "qualified institutional buyers" at the time of the securities offer and closing date, and are not "bad actors" as defined by Rule 506(d)[126] - Purchasers confirm that investing in securities is speculative, involves high risk and potential loss of entire investment, and they have carefully read and considered the risk factors in SEC Reports and Exhibit F[132] - If purchasers pay the subscription amount with USD1, USDC, USDT, or $WLFI, they warrant full rights, title, and interest in these digital assets, which are stored in properly regulated custodial accounts, free of any liens or restrictions[132] ARTICLE IV. OTHER AGREEMENTS OF THE PARTIES This article outlines additional agreements between the parties, covering transfer restrictions, information provision, public disclosures, shareholder rights, use of proceeds, indemnification, and other operational and legal commitments 4.1 Transfer Restrictions This section details transfer restrictions on securities, requiring compliance with federal and state securities laws, restrictive legends, and procedures for legend removal upon meeting conditions like effective registration or Rule 144 compliance; additionally, the Company commits not to sell its $WLFI tokens during a lock-up period - Securities may only be disposed of in accordance with state and federal securities laws; the Company may require a legal opinion from the transferor, except for transfers via an effective registration statement or Rule 144[135] - Securities will bear a restrictive legend, but the Company will remove it when a registration statement is effective, Rule 144 conditions are met, or legal requirements no longer apply[136][138] - Failure by the Company to timely remove the legend will incur a penalty of $1,000 per day (increasing to $2,000 per day after five days) to purchasers, and the Company may be liable for stock buy-in costs incurred by purchasers[139] - From the agreement date until twelve months after the closing date (lock-up period), the Company may not sell, pledge, or otherwise dispose of any $WLFI tokens it holds, unless with the principal investor's written consent[141] 4.2 Furnishing of Information; Public Information This section requires the Company to maintain common stock registration and timely file SEC reports while purchasers hold securities, ensuring compliance with Rule 144 public information requirements, with penalties for non-compliance - While purchasers hold securities or until warrants expire, the Company commits to maintaining common stock registration under the Exchange Act and timely filing all required reports[142] - If the Company fails to meet Rule 144(c) public information requirements or Rule 144(i)(2) conditions ("Public Information Failure"), the Company must pay purchasers a penalty of $1,000 per day until the issue is resolved[143] 4.3 Integration The Company commits not to conduct any securities offerings that could integrate with this issuance, thereby requiring registration under the Securities Act or shareholder approval - The Company shall not sell, offer to sell, or solicit offers to buy any securities that could result in the integration of this securities issuance with prior offerings, thereby requiring registration under the Securities Act or shareholder approval[144] 4.4 Securities Laws Disclosure; Publicity The Company must issue a press release disclosing transaction terms before the disclosure time and promptly file a Form 8-K report; the Company confirms all material non-public information has been disclosed and will consult with purchasers on other press releases - The Company must issue a press release before the disclosure time, disclosing the material terms of this transaction (including the Asset Management Agreement and Strategic Advisory Agreement), and promptly file a Form 8-K report with the Commission, attaching the Transaction Documents as exhibits[145] - After the press release, the Company confirms all material non-public information provided to purchasers has been disclosed; the Company and purchasers must consult each other before issuing other press releases[145] - The Company may not publicly disclose any purchaser's name without prior written consent, unless required by federal securities laws or trading market regulations[145] 4.5 Shareholder Rights Plan The Company commits not to assert or enforce any anti-takeover provisions that would deem purchasers "acquiring persons" or trigger such provisions due to their receipt of securities - The Company commits not to assert or enforce any control share acquisition, business combination, poison pill, or similar anti-takeover provisions that would deem purchasers "acquiring persons" or trigger such provisions due to their receipt of securities under the Transaction Documents[146] 4.6 Non-Public Information The Company commits not to provide purchasers with material non-public information unless purchasers agree in writing to confidentiality; if inadvertently disclosed, purchasers have no confidentiality obligation or trading restrictions based on that information - The Company commits that, unless purchasers agree in writing to confidentiality, it will not provide purchasers with information constituting material non-public information (except for transaction terms already disclosed under Section 4.4)[147] - If the Company provides material non-public information to purchasers without their consent, purchasers will have no confidentiality obligation or restriction on trading based on that information, subject to applicable laws[147] 4.7 Use of Proceeds Net proceeds from securities sales will be delivered to the asset manager for acquiring $WLFI tokens and establishing the Company's cryptocurrency reserve operations, explicitly prohibiting use for common stock redemption, litigation settlement, or FCPA/OFAC violations - Net proceeds from securities sales will be delivered to the asset manager for acquiring $WLFI tokens and establishing the Company's cryptocurrency reserve operations[148] - The Company may not use proceeds to redeem common stock or common stock equivalents, settle pending litigation, or violate FCPA or OFAC regulations[148] 4.8 Indemnification of Purchasers The Company agrees to indemnify purchasers and their affiliates for losses, liabilities, damages, and expenses, including legal fees, arising from Company breaches of the agreement, transaction-related litigation, or misstatements/omissions in registration statements - The Company will indemnify purchasers and their directors, officers, shareholders, employees, and agents ("Purchaser Parties") for any losses, liabilities, obligations, claims, damages, costs, and expenses incurred due to the Company's breach of representations, warranties, covenants, or agreements in this Agreement or other Transaction Documents[149] - Indemnification covers losses from litigation related to the transaction initiated by the Company or non-affiliated shareholders against Purchaser Parties, and losses arising from any untrue or alleged untrue statement of material fact or omission in the Company's registration statement[149] - Indemnification obligations will be fulfilled through periodic payments during investigation, defense, collection, enforcement, or litigation; if Purchaser Parties are ultimately judicially determined not to be entitled to indemnification, they must promptly repay advance payments to the Company[150] 4.9 Reservation of Common Stock The Company commits to reserving sufficient common stock for issuance upon exercise of this agreement and warrants, after obtaining shareholder approval and authorized share increase, and will actively seek shareholder approval and timely file related documents - After obtaining shareholder approval and authorized share increase, the Company will always maintain a sufficient reserve of common stock for issuance upon exercise of this Agreement and warrants[151] - The Company will file a preliminary proxy statement with the SEC within 20 business days after the closing date to convene a shareholder meeting to approve the authorized share increase amendment, and will use its best efforts to obtain shareholder approval[152] 4.10 Listing of Common Stock The Company commits to using best efforts to maintain common stock listing or quotation on the existing trading market and will apply for listing all shares and warrant shares on that market before closing; any listing on other markets will also include all shares and warrant shares - The Company agrees to use its best efforts to maintain the listing or quotation of common stock on the existing trading market and will apply for listing all shares and warrant shares on that market before closing[153] - The Company will take all reasonably necessary actions to maintain the listing and trading of its common stock on the Trading Market and comply with its reporting, filing, and other obligations[153] 4.11 Investment Company The Company commits to conducting its business in a manner that avoids becoming an "investment company" as defined by the Investment Company Act of 1940 - The Company will conduct its business in a manner that avoids becoming an "investment company" as defined by the Investment Company Act of 1940[154] 4.12 Subsequent Equity Sales From the agreement date until 30 days after the effective date, the Company and its subsidiaries will restrict the issuance of common stock or equivalents, or the filing of registration statements, with certain exempted issuances - From the agreement date until 30 days after the effective date, the Company and its subsidiaries shall not issue, agree to issue, or announce the issuance of common stock or common stock equivalents, or file any registration statement or amendment or supplement thereto[155] - Exemptions include: Form S-8 registration statements related to shareholder-approved equity incentive plans, registration statements described in the Registration Rights Agreement, and registration statements related to the healthcare asset transaction mentioned in the Company's Form 8-K filed on May 21, 2025[155] - This section does not apply to exempted issuances[156] 4.13 Equal Treatment of Purchasers The Company commits to providing all purchasers with the same consideration when modifying or waiving transaction document terms, ensuring equal treatment for purchasers as a class - The Company commits that, when modifying or waiving any term of the Transaction Documents, any consideration (including any modification) offered to any individual must be simultaneously offered to all parties to the Transaction Documents[156] 4.14 Certain Transactions and Confidentiality Purchasers commit not to trade (including short selling) Company securities and to keep the transaction's existence and terms confidential from the agreement signing until public announcement; after public disclosure, purchasers have no confidentiality obligations or trading restrictions - Purchasers commit that, from the agreement signing date until the transaction is first publicly announced under Section 4.4, they will not buy or sell (including short selling) Company securities and will keep the existence and terms of the transaction confidential[157] - After public disclosure of the transaction, purchasers will no longer be subject to confidentiality obligations or restrictions on trading Company securities[157] 4.15 Form D; Blue Sky Filings The Company agrees to timely file Form D reports and take necessary actions to obtain sales exemptions or qualifications for securities under state securities laws - The Company agrees to timely file Form D reports related to the securities and provide copies upon purchaser request[158] - The Company will take necessary actions to obtain sales exemptions or qualifications for securities under state securities laws and provide relevant certifications upon purchaser request[158] 4.16 Acknowledgment of Dilution The Company acknowledges that the issuance of securities may lead to dilution of common stock, potentially significant under certain market conditions, and its obligations under the transaction documents are unconditional and absolute, unaffected by dilution or claims - The Company acknowledges that the issuance of securities may lead to dilution of common stock, which could be substantial under certain market conditions[159] - The Company's obligations under the Transaction Documents are unconditional and absolute, unaffected by any right of offset, counterclaim, delay, or reduction, regardless of dilution effects or any claims the Company may have against purchasers[159] 4.17 Exercise Procedures Warrant exercise procedures are detailed in the warrants, requiring no additional legal opinions or information from purchasers; the Company will fulfill warrant exercise and share delivery obligations according to transaction document terms and timelines - The exercise notice form included in the warrants outlines all procedures required for purchasers to exercise warrants, requiring no additional legal opinions, information, or instructions[160] - The Company will fulfill its obligations for warrant exercise and delivery of warrant shares according to the terms, conditions, and timelines of the Transaction Documents[160] 4.18 Lock-Up Agreements The Company commits not to modify, waive, or terminate any terms of management lock-up agreements (except for extending the lock-up period) without the placement agent's prior written consent, and will enforce these agreements - The Company commits not to modify, waive, or terminate any terms of management lock-up agreements (except for extending the lock-up period) without the placement agent's prior written consent, and will enforce these agreements[161] 4.19 Capital Changes Except for authorized share increases, the Company may not conduct reverse or forward stock splits or common stock reclassifications within one year of the closing date without written consent from purchasers holding a majority of shares (excluding reverse splits to maintain listing) - Except for authorized share increases, the Company may not conduct reverse or forward stock splits or common stock reclassifications within one year of the closing date without written consent from purchasers holding a majority of shares[162] - Reverse stock splits conducted to maintain common stock listing on the Trading Market do not require purchaser consent[162] 4.20 Board Nomination Right After closing, the principal investor has the right to nominate two board members, one as an independent director on the audit committee and one as Board Chairman; any increase in board members requires consent from a majority of directors, including those nominated by the principal investor - After closing, the principal investor has the right to nominate two board members ("Principal Investor Directors"), one of whom will serve as an independent director on the audit committee, and the other as Board Chairman[163] - Any increase in board members (other than adding Principal Investor Directors) requires the consent of a majority of directors, including the Principal Investor Directors[163] - The principal investor will also have the right to appoint a board observer and select a Chief Investment Officer approved by the Company's Board; an investment committee will be formed, comprising the Chief Investment Officer, Chairman, Principal Investor nominees, and an existing independent director[163] 4.21 Treasury Reserve Policy The Company will adopt a treasury reserve policy at closing, stipulating that reserve assets will include cash assets and $WLFI tokens, with $WLFI as the primary reserve asset; any policy modification requires Board consent (including Principal Investor Directors), and the Chief Investment Officer will manage assets under a designated subcommittee's supervision - The Company will adopt a treasury reserve policy at closing, stipulating that Company treasury reserve assets will include cash and cash equivalents, USD1, and short-term investments ("Cash Assets") and $WLFI tokens[164] - $WLFI will serve as the Company's ongoing primary treasury reserve asset, subject to market conditions, business needs, and oversight by a designated subcommittee[164] - Any modification to this policy requires Board consent (including Principal Investor Directors); the Chief Investment Officer will be authorized to manage Company assets, supervised by a subcommittee chaired by a Principal Investor Director[164] 4.22 Tax Matters This section addresses tax matters related to the securities purchase, including withholding taxes, the intended tax treatment as an exchange under Section 351(a) of the U.S. Tax Code, and purchasers' obligation to provide $WLFI token tax basis information - Purchasers agree to provide the Company with reasonably requested tax information and forms to assist the Company in complying with applicable tax laws (including withholding obligations)[165] - The parties intend for the purchasers' transaction to acquire securities to be treated as an exchange under Section 351(a) of the U.S. Tax Code, and for pre-funded warrants to be treated as stock for U.S. federal (and applicable state and local) income tax purposes[166] - Purchasers paying the subscription amount with $WLFI tokens must provide the Company with all information and documentation necessary to identify the tax basis of each $WLFI token, including acquisition date, cost, and fair market value[167] - The Company and the principal investor agree that, for all U.S. federal, state, and local tax purposes, the fair market value of $WLFI tokens delivered by the principal investor shall be deemed $0.20 per token, with a total purchase price of $750 million[167] 4.23. Restrictions on Exercise of Pre-Funded Warrants This section restricts the exercise of pre-funded warrants until the authorized share increase becomes effective, and purchasers commit to voting in favor of the authorized share increase - From the agreement signing date until (and including) the effective date of the authorized share increase, purchasers may not exercise any pre-funded warrants[168] - Purchasers commit to voting in favor of the shareholder resolution for the authorized share increase and shall grant an irrevocable proxy for such vote upon the Company's request[169] ARTICLE V. MISCELLANEOUS This article covers general provisions including termination, expenses, entire agreement, notices, amendments, governing law, remedies, and waiver of jury trial, ensuring the operational and legal framework for the agreement 5.1 Termination This agreement may be terminated by any purchaser regarding their own obligations if closing does not occur by the seventh trading day after the agreement date, without affecting any party's right to sue for breach - If closing does not occur on or before the seventh trading day after the agreement date, any purchaser may terminate its obligations under this Agreement by written notice, but this does not affect any party's right to sue for breach[171] 5.2 Fees and Expenses Each party bears its own advisor, legal, and accounting fees; the Company will pay all transfer agent fees, stamp duties, and other taxes, and reimburse the principal investor for transaction-related expenses up to $1 million - Except as otherwise expressly provided in the Transaction Documents, each party shall pay its own advisor, legal, and accounting fees and all other related expenses[172] - The Company will pay all transfer agent fees, stamp duties, and other taxes related to securities delivery, as well as asset manager fees[172] - The Company will reimburse the principal investor for all costs and expenses (including legal fees) incurred due to this transaction, up to a maximum of $1 million[172] 5.3 Entire Agreement The Transaction Documents, along with their exhibits and schedules, constitute the complete understanding between the parties regarding the subject matter, superseding all prior oral or written agreements - The Transaction Documents, along with their exhibits and schedules, constitute the complete understanding between the parties regarding the subject matter of this Agreement, and supersede all prior oral or written agreements and understandings[173] 5.4 Notices This section specifies the delivery methods and effective times for all notices and communications, including email, overnight courier, and actual receipt; if a notice contains material non-public information, the Company must simultaneously file a Form 8-K report with the SEC - All notices and communications shall be provided in writing and delivered via email attachment, nationally recognized overnight courier service, or by actual receipt[174] - If any notice contains material non-public information of the Company or its subsidiaries, the Company shall simultaneously file a Form 8-K report with the Commission[174] 5.5 Amendments; Waivers Any provision of this agreement can only be modified, supplemented, or amended by a written document signed by the Company and purchasers holding a majority of shares; waivers require signature by the party against whom the waiver is sought; any amendment or waiver disproportionately affecting purchasers requires consent from the affected purchasers - Any provision of this Agreement can only be modified, supplemented, or amended by a written document signed by the Company and purchasers holding at least 50.1% of the shares[175] - Any amendment, modification, or waiver that disproportionately and adversely affects a purchaser (or group of purchasers) requires the consent of at least 50.1% of the affected purchaser (or group of purchasers)[175] 5.9 Governing Law This agreement and other transaction documents are governed by the internal laws of New York State; parties agree that all legal actions shall be brought in state and federal courts in New York City and irrevocably submit to their exclusive jurisdiction - This Agreement and other Transaction Documents are governed by the internal laws of New York State, without regard to its conflict of laws principles[179] - The parties agree that all legal actions shall be brought in the state and federal courts in Manhattan, New York City, and irrevocably submit to their exclusive jurisdiction[179] - If any party initiates litigation to enforce the terms of the Transaction Documents, the prevailing party will be reimbursed by the non-prevailing party for reasonable attorneys' fees and other expenses[179] 5.15 Remedies In addition to all rights at law, both purchasers and the Company are entitled to specific performance under the transaction documents; parties agree that monetary damages may be insufficient for breach and waive defenses based on adequacy of legal remedies - In addition to all rights at law, both purchasers and the Company are entitled to specific performance under the Transaction Documents[185] - The parties agree that monetary damages may be insufficient to compensate for any losses incurred due to a breach of obligations under the Transaction Documents, and agree to waive defenses based on the adequacy of legal remedies[185] 5.21 WAIVER OF JURY TRIAL Each party explicitly, unconditionally, and irrevocably waives the right to a jury trial in any action, suit, or proceeding brought by one party against another - In any action, suit, or proceeding brought by one party against another, each party hereby explicitly, unconditionally, and irrevocably waives the right to a jury trial[191] Signature Pages and Exhibits This section includes the signature pages for the Company and purchasers, along with references to disclosure schedules and a list of all attached exhibits that form part of the securities purchase agreement Company Signature Page The signature page for ALT5 Sigma Corporation's authorized representative, including company name, contact address, email, and mandatory legal counsel CC information - The signature page for ALT5 Sigma Corporation's authorized representative, including company name, CEO name, company address, and email, along with mandatory legal counsel contact information for CC[193] Purchaser Signature Pages The signature page for World Liberty Financial, Inc. as a purchaser, including its name, contact address, subscription amount (cash, USD1, USDT, USDC, or $WLFI options), share quantity, pre-funded warrant share quantity, beneficial ownership limit option, and EIN number - The signature page for World Liberty Financial, Inc. as a purchaser, including its name, contact address, subscription amount (with options for cash, USD1, USDT, USDC, or $WLFI), share quantity, pre-funded warrant share quantity, beneficial ownership limit option (4.99% or 9.99%), and EIN number[195] [Disclosure Schedules](index