NOTE 8 – RELATED PARTY TRANSACTIONS

Gemini

On July 13, 2025, the Company entered into a Strategic Digital Assets Services Agreement with Gemini NuStar, LLC (“Gemini”) (the “Gemini Agreement”), pursuant to which Gemini will provide non-discretionary execution and digital asset-related informational services. These services may include market commentary, protocol updates, or other general insights as directed by the Company. Gemini does not act as an advisor, fiduciary, or investment manager to the Company, and all trading and investment decisions remain solely under the Company’s control. In connection with the Gemini Agreement, upon the closing of the Private Placement, the Company issued a warrant to Gemini to purchase up to 901,542 shares of common stock, discussed further in Notes 9 and 10.

Also on July 13, 2025, the Company entered into a Custodial Services Agreement (together with the Gemini Agreement, the “Gemini Agreements”) with Gemini Trust Company, LLC (“Gemini Trust”), pursuant to which the Company has engaged Gemini Trust to provide custody services of the Company’s digital asset holdings. The Company pays a monthly custodial fee as a percentage of the digital assets held in the Company’s custodial accounts at Gemini at month end. On August 24, 2026, the Company and Gemini Trust amended the Custodial Services Agreement to adjust the custodial fees to be calculated as a percentage of the digital assets held in the Company’s accounts on a daily basis, payable monthly. For the three and nine months ended September 30, 2026, the Company has recognized no custodial fee expense for Gemini and for the three and nine months ended September 30, 2025, the Company recognized custodial fees of $628,815.

Mr. Rohan Chauhan, a member of the Company’s board of directors (the “Board”), was the Director of Strategy at Gemini until December 23, 2025. Since Mr. Chauhan has departed from Gemini, Gemini will no longer be considered a related party.

Board of Directors

ThankYou Studios

In March 2025, the Company entered into a consulting agreement with ThankYou Studios, an entity owned by Orn Olason, a former member of the Company’s Board. ThankYou Studios completed a marketing and brand assessment for the Company and the total fees were $45,000.

Cardinal Data Power and EMHU LLC

E. Taylor Robertson, a member of the Company’s board of directors as of October 14, 2026, is an executive officer of CDP. As discussed in Note 3, the Company, through its wholly owned subsidiary, VEPS, purchased $20.0 million of CDP’s Series A-1 Preferred stock at $1.44 per share, which represents an approximately 8% ownership in CDP.

Mr. Robertson is also a minority, less than 5%, investor in Cardinal Power, LLC, which is the ultimate parent of TexStack. Mr. Robertson was also granted direct non-voting profits interest units of TexStack. Mr. Robertson’s profits interest units are subject to forfeiture and vest over a period of three years. Upon full vesting, Mr. Robertson’s profit interest units represent a less than 1% equity share of TexStack. As discussed in Note 3, the Company, through VEPS, made an initial $2.9 million contribution in EMHU for 25% of the common units of EMHU and TexStack owns 75% of the common units of EMHU. The Company may make an additional contribution of $62.1 million upon the contemplated closing of the Property Acquisition.

Highbridge Consultants, LLC

On August 28, 2020, the Company entered into a consulting agreement (as amended on or about March 25, 2021) (the “Highbridge Consulting Agreement”) with Highbridge Consultants, LLC (“Highbridge”), an entity controlled by Mr. Adrian James, a co-founder of the Company, pursuant to which Mr. James provided the Company with services in exchange for warrants. The Highbridge warrants were fully exercised on a cashless basis in 2021.

In addition, pursuant to the Highbridge Consulting Agreement, upon the occurrence of a Fundamental Transaction (as defined), Mr. James would have been eligible for additional compensation based on specified market capitalization thresholds. On July 11, 2025, the Company entered into a release and termination agreement (the “Consultant Termination Agreement”) with Highbridge pursuant to which the parties agreed to terminate and mutually release all of the parties’ rights and obligations under the Highbridge Consulting Agreement, including the release of the Company’s obligation to make certain market capitalization milestone payments to Highbridge, in exchange for the payment by the Company of a termination fee in an aggregate amount of $2.0 million, which was paid and expensed in the year ended December 31, 2025.

New York Office Lease

On August 28, 2025, the Company entered into an assignment and assumption of a lease agreement with Empery Asset Management LP (“EAM”), an investor in the Company. Mr. Ryan Lane is a founder and principal of EAM, an investor in the Company, and will continue to provide services to EAM while also being employed by the Company since the July 2025 Private Placement as one of the Company’s Co-CEOs and as Chairman of the Company’s Board. The Company agreed to assume half of the lease obligation of the New York City office lease of EAM since three of EAM’s executives, including Mr. Lane, and one additional employee became Company employees in conjunction with the Private Placement as these individuals will continue to work in the New York City office. The Company, EAM and the landlord for the facility entered into a Consent to Assignment Agreement whereby the Company and EAM are jointly and severally liable for payment of the rent to the landlord. In the event that either EAM or the Company do not make their respective payments, then the other entity will be liable for the full rent payment to the landlord and the paying entity can seek recourse from the non-paying entity under the contribution agreement between them. The Company’s portion of its lease obligation to the landlord is $9,617 per month through June 2029, subject to adjustment for changes in property taxes assessed to the landlord on the facility. EAM signed an extension with the landlord of the lease beyond June 2029. The Company will have the option to opt out of this lease extension by providing EAM notice on or prior to June 1, 2029.

As of September 30, 2026, funds controlled by EAM own 4,830,345 shares of the Company’s common stock, and the following warrants to purchase the Company’s common stock i) 4,323 pre-funded warrants with an exercise price of $0.00001, ii) 340,626 pre-funded warrants with an exercise price of $0.00008, iii) 493,751 warrants with an exercise price of $16.00, iv) 804 warrants with an exercise price of $1,856.00.

Related Party Legal Fees

As discussed in Note 14, the Company is involved in a stockholder litigation matter. The Company has engaged several law firms to assist with its defense, related legal considerations as well as other legal matters. One of the attorneys at one of the large national law firms is the brother-in-law of Ryan Lane, the Chairman of the Company’s Board of Directors and Co-CEO. Total fees incurred from this firm for the three and nine months ended September 30, 2026 were $7,007,297 and $14,835,298, respectively, and $7,007,297 remained payable as of September 30, 2026. The Company expects that its insurance carriers will reimburse the Company for most of these costs after the Company’s $5.0 million retention is deducted. The reimbursement will be recorded when received.