[PREM14A] COLLECTIVE AUDIENCE INC Preliminary Merger Proxy Statement

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PREM14A

06/27/2025 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

COLLECTIVE AUDIENCE, INC.

(Name of Registrant as Specified In Its Charter)

________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐	No fee required

☐	Fee paid previously with preliminary materials

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be Held on , 2025

Dear Stockholders:

You are cordially invited to virtually attend the special meeting of stockholders of Collective Audience Inc. (“Collective Audience”, the “Company”, “we” or “us”) to be held on , 2025 at (eastern time). The special meeting (together with any adjournment or postponement thereof, the “Special Meeting”) will be a virtual meeting. You will be able to attend and participate in the Special Meeting online by visiting , where you will be able to register to attend the meeting, submit questions and vote.

Only stockholders who owned shares of our common stock at the close of business on , 2025 can vote at the Special Meeting or any adjournment thereof. At the Special Meeting, stockholders will be asked to consider and vote on the following proposals:

To approve the sale by Collective Audience to NYIAX Marketing and Advertising Solutions, Inc. (“Purchaser”) and wholly-owned subsidiary of NYIAX, Inc. (“NYIAX”) of all of the issued and outstanding capital stock of The Odyssey S.A.S. (dba “BeOp”, a French société par actions simplifiée, “BEOP”) and all of Collective Audience’s 51% equity interest in DSL Digital LLC, a Utah limited liability company (“DSL”, and together with BEOP, the “Acquired Companies”) (the “Subsidiary Sale”), pursuant to the terms of that certain equity purchase agreement, dated June 6, 2025 (the “equity purchase agreement”), in exchange for the issuance by NYIAX of shares of its common stock (the “Consideration Shares”) to Collective Audience, subject to the terms and conditions of the equity purchase agreement (the “Subsidiary Sale Proposal”); and

To approve the adjournment of the Special Meeting, if necessary and to the extent permitted by the equity purchase agreement, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Subsidiary Sale Proposal (the “Adjournment Proposal”).

As noted above, our Special Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Special Meeting in person. In order to attend the meeting and vote your shares electronically during the meeting, you must register in advance at www.proxyvote.com. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to attend the Special Meeting, vote your shares and submit questions. Attending the Special Meeting and voting your shares thereat will have the effect of revoking any proxy that you previously submitted to vote your shares.

Our board of directors unanimously recommends that you vote “FOR” each of the Subsidiary Sale Proposal (Proposal 1) and the Adjournment Proposal (Proposal 2) as outlined in the attached proxy statement.

Whether or not you plan to attend the Special Meeting, we encourage you to submit your proxy as soon as possible to make sure that your shares are represented at the Special Meeting.

Stockholders of record at the close of business on , 2025, the record date for the Special Meeting, are entitled to vote at the Special Meeting or any adjournment or postponement thereof. Whether or not you expect to virtually attend the Special Meeting online, please submit a proxy to vote your shares to ensure your representation and the presence of a quorum at the Special Meeting. If you are a stockholder of record, you may submit a proxy to vote your shares prior to the Special Meeting online by visiting www.proxyvote.com, by telephone using the number located on the enclosed proxy card and following the recorded instructions, or by completing, signing, dating, and returning the proxy card accompanying these proxy materials. Your vote is important regardless of the number of shares you own.

If you mail your proxy card or submit a proxy by telephone or online and then decide to attend the Special Meeting and vote your shares online during the Special Meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the bank, broker or other nominee that you must follow for your shares to be voted. Stockholders that own shares in “street name” must demonstrate proof of beneficial ownership to virtually attend the Special Meeting and must obtain a legal proxy from their bank, broker or other nominee to vote during the Special Meeting.

Further information about how to register for the Special Meeting, attend the Special Meeting online, vote your shares and submit questions is included in the accompanying proxy statement.

If you have more questions about this proxy statement and the proposals to be voted on at the Special Meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact the Company at .

By order of the Collective Audience board of directors,

Peter Bordes

Chief Executive Officer

The accompanying proxy statement is dated , 2025 and is first being mailed to stockholders on or about , 2025.

TABLE OF CONTENTS


	Page

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND VOTING		2

QUESTIONS AND ANSWERS ABOUT THE SUBSIDIARY SALE		6

GENERAL INFORMATION ABOUT THE ADJOURNMENT PROPOSAL		8

SPECIAL NOTE REGARDING FORWARD LOOKING-STATEMENTS		8

SUMMARY		9

Parties to the Subsidiary Sale		9

The Subsidiary Sale		10

Equity Purchase Agreement		10

Recommendation of the Collective Audience Board		10

Conditions to Closing		10

No Solicitation Covenant		12

Changes in Board Recommendation		12

Termination of the Equity Purchase Agreement		12

Interests of Collective Audience’s Directors and Executive Officers in the Transaction		13

Accounting Treatment		13

Appraisal Rights		13

RISK FACTORS		14

Risks Related to the Subsidiary Sale		14

PARTIES TO THE SUBSIDIARY SALE		17

THE SUBSIDIARY SALE		18

Background of the Proposed Subsidiary Sale		18

Reasons for the Subsidiary Sale and Recommendation of Our Board of Directors		21

Appraisal Rights		23


Accounting Treatment of the Subsidiary Sale			23

THE EQUITY PURCHASE AGREEMENT			24

Purchase and Sale of Acquired Companies			24

Assumption and Transfer of Liabilities			24

Consideration for the Subsidiary Sale			24

Non-Solicitation of Alternative Acquisition Proposals			25

Changes in Board Recommendation			26

Representations and Warranties			26

Required Efforts to Consummate the Subsidiary Sale			29

Conduct of Collective Audience’s Business			29

Indemnification			30

Conditions to Closing			31

Termination Rights			32

Interests of Certain Persons in the Subsidiary Sale			33

Regulatory Matters			34

Material U.S. Federal Income Tax Consequences of the Subsidiary Sale			34

MATTERS FOR APPROVAL AT THE SPECIAL MEETING			35

PROPOSAL NO. 1:			35
Approval of the Subsidiary Sale			35

PROPOSAL NO. 2:			36
Approval of the Adjournment Proposal			36

WHERE YOU CAN FIND MORE INFORMATION			37

Annex A EQUITY PURCHASE AGREEMENT			A-1

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

To be Held on , 2025

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement contains information about the Special Meeting of Stockholders of Collective Audience Inc., to be held on , 2025 at (eastern time). The Special Meeting (together with any adjournment or postponement thereof, the “Special Meeting”) will be a virtual meeting. You will be able to attend and participate in the Special Meeting online by visiting www.proxyvote.com, where you will be able to register to attend the meeting, submit questions and vote. Further information about how to attend the Special Meeting online is included in this proxy statement.

The Collective Audience board of directors has unanimously determined that the terms of the transactions contemplated by the equity purchase agreement, including the Subsidiary Sale, are advisable and in the best interests of Collective Audience. The Collective Audience board of directors is using this proxy statement to solicit proxies for use at the Special Meeting. In this proxy statement, unless expressly stated otherwise or the context otherwise requires, references to “Collective Audience,” “the Company,” “we,” “us,” “our” and similar terms refer to Collective Audience Inc. References to our website are inactive textual references only and the contents of our website are not incorporated by reference into this proxy statement.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the shares represented by the proxies will be voted in accordance with the recommendation of the Collective Audience board of directors with respect to each of the matters set forth in this proxy statement. Your proxy is revocable in accordance with the procedures set forth in this proxy statement.

For additional questions about the proposals, assistance in submitting proxies or voting shares of Collective Audience’s common stock, or to request additional copies of the proxy statement or the enclosed proxy card, please contact the Company at .

This proxy statement is dated , 2025 and is first being mailed to stockholders on or about , 2025. These proxy materials are being made available to stockholders on or about this date online by visiting www.proxyvote.com.

This proxy statement and our form of proxy card are also available on the SEC’s website at http://www.sec.gov.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND VOTING

What is the Purpose of the Special Meeting?

At the Special Meeting, our stockholders will consider and vote on the following matters:

As of the date of this proxy statement, we are not aware of any business to come before the meeting other than the two items noted above.

How does the Collective Audience Board of Directors Recommend that I Vote at the Special Meeting?

The Collective Audience board of directors unanimously recommends that you vote:

FOR the Subsidiary Sale Proposal; and

FOR the Adjournment Proposal.

Who Can Vote at the Special Meeting?

Only stockholders of record at the close of business on the record date of , 2025 are entitled to vote at the Special Meeting. As of , 2025, there were shares of our common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Special Meeting.

What is the proxy card?

The proxy card enables you to appoint Peter Bordes as your proxy at the Special Meeting. By completing and returning the proxy card as described herein, you are authorizing this person to vote your shares at the Special Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Special Meeting. If a proposal comes up for vote at the Special Meeting that is not on the proxy card, the proxy will vote your shares, under your proxy, according to his best judgment.

Where and when is the Special Meeting?

The Special Meeting is initially scheduled to be held on , 2025, at (eastern time). You will be able to attend the Special Meeting online and vote your shares of Collective Audience common stock electronically at the meeting by registering in advance at www.proxyvote.com prior to the deadline of (eastern time) on , 2025. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Special Meeting. We encourage you to complete your registration as soon as possible if you desire to attend the Special Meeting.

Online registration for the Special Meeting will begin on , 2025, and you should allow ample time for the online registration. Please be sure to follow the instructions you will receive once your registration is complete.

If you encounter any difficulties accessing the virtual Special Meeting, please contact technical support by following the instructions provided to you upon registration for the Special Meeting.

How Can I Vote at the Special Meeting?

If you are the stockholder of record of your shares, you can submit a proxy to vote your shares prior to the Special Meeting or you can attend the Special Meeting and vote your shares online during the Special Meeting. If you choose to submit a proxy prior to the Special Meeting, you may do so by telephone, online or by mail as follows:

By Telephone Prior to the Special Meeting. You may transmit your proxy over the phone by calling the telephone number located on the enclosed proxy card and following the subsequent instructions.

Online Prior to the Special Meeting. You may transmit your proxy online by following the instructions on the enclosed proxy card. You will need to have your proxy card in hand when you access the website. The website for submitting a proxy to vote your shares is available at www.proxyvote.com.

By Mail Prior to the Special Meeting. You can vote by mail by simply completing, signing, dating and mailing your proxy card in the postage-paid envelope included with this proxy statement.

Online During the Special Meeting. In order to attend the Special Meeting online and vote online during the Special Meeting, you must register in advance at www.proxyvote.com. You may vote your shares online while virtually attending the Special Meeting by following the instructions found on your enclosed proxy card and subsequent instructions that will be delivered to you via email following your registration. If you submit a proxy to vote your shares prior to the Special Meeting and choose to attend the Special Meeting online, there is no need to vote during the Special Meeting unless you wish to revoke your prior proxy.

If your shares are held in street name, your bank, broker or other nominee is required to vote the shares it holds on your behalf according to your instructions. These proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the bank, broker or other nominee that holds your shares of record. In order to ensure that your shares are voted at the Special Meeting, you will need to follow the instructions that your bank, broker or other nominee provides you. The deadlines and availability of providing voting instructions via telephone or online for beneficial owners of shares held in “street name” will depend on the processes of the bank, broker or other nominee that holds your shares of record. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization. If your shares are held in “street name,” you must demonstrate proof of beneficial ownership to virtually attend the Special Meeting and must obtain a legal proxy from your bank, broker or other nominee to vote at the Special Meeting. Only stockholders who have registered to attend the meeting using the process described above may vote during the meeting. In addition, you will need your control number included on your voting instruction form in order to demonstrate proof of beneficial ownership and to be able to vote during the Special Meeting.

Even if you plan to attend the Special Meeting online, we urge you to submit a proxy to vote your shares in advance of the Special Meeting so that if you should become unable to attend the Special Meeting your shares will be voted as directed by you.

What is the Difference Between a “Stockholder of Record” and a Beneficial Owner of Shares Held in “Street Name”?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, then you are considered the “stockholder of record” of those shares. In this case, we are sending these proxy materials directly to you. You may vote your shares by proxy prior to the Special Meeting by following the instructions in the section titled “How Can I Vote at the Special Meeting?” above.

Beneficial Owner of Shares Held in Street Name. If your shares are held by a bank, broker or other nominee, then you are considered the beneficial owner of those shares, which are held in “street name.” In this case, these proxy materials will be sent to you by that organization. The organization holding your shares is considered the stockholder of record for purposes of voting at the Special Meeting. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization and enclosed with this proxy statement.

How Do I Submit a Question at the Special Meeting?

If you wish to submit a question during the Special Meeting, you may log into and submit a question on the virtual meeting platform using the unique link provided to you via email following the completion of your registration at www.proxyvote.com, and follow the instructions there. Our virtual meeting will be governed by our Rules of Conduct and Procedures which will be posted during the Special Meeting. The Rules of Conduct and Procedures will address the ability of stockholders to ask questions during the meeting, including rules on permissible topics, and rules for how questions and comments will be recognized and disclosed to meeting participants.

All questions received from stockholders during the virtual special meeting will be posted on the Company’s investor relations website at https://collectiveaudience.co/investor-center/ as soon as practicable following the special meeting.

May I See a List of Stockholders Entitled to Vote as of the Record Date?

A list of stockholders as of the close of business on the record date will be available for examination by the stockholders during the Special Meeting using the unique link provided via email following the completion of registration for the Special Meeting.

How many shares of Collective Audience common stock must be present to constitute a quorum for the meeting?

A quorum of stockholders is necessary to hold a valid meeting. Our amended and restated bylaws provide that if stockholders representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting are present at the meeting in person or by proxy it shall constitute a quorum for the transaction of business at such meeting. Shares present virtually during the Special Meeting will be considered shares of common stock present in person at the meeting. If a quorum is not present, we expect to adjourn the Special Meeting until a quorum is obtained.

Abstentions and broker non-votes count as present for purposes of establishing a quorum but will not be counted as votes cast. Broker non-votes occur when your bank, broker or other nominee submits a proxy for your shares (because the bank, broker or other nominee has received instructions from you on one or more proposals, but not all proposals, or has not received instructions from you but is entitled to vote on a particular “discretionary” matter) but does not indicate a vote for a particular proposal because the bank, broker or other nominee either does not have the authority to vote on that proposal and has not received voting instructions from you or has discretionary authority but chooses not to exercise it.

Are the Ballot Measures Considered “Non-Discretionary”?

Each of the Subsidiary Sale Proposal (Proposal 1) and the Adjournment Proposal (Proposal 2) are matters considered non-discretionary under applicable rules. A bank, broker or other nominee cannot vote without instructions on non-discretionary matters.

What is the Required Vote to Approve Each Proposal?

The approval of the Subsidiary Sale Proposal (Proposal 1) requires the affirmative vote of a majority of the issued and outstanding shares of our common stock entitled to vote at the Special Meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN.” Failures to vote, abstentions and broker non-votes will all be counted in the same manner as votes “AGAINST” the Subsidiary Sale Proposal.

The approval of the Adjournment Proposal (Proposal 2) requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “FOR” or “AGAINST” such matter. Failures to vote, abstentions and broker non-votes, if any, will not be counted as votes cast for this proposal and accordingly, will have no effect on the outcome of the Adjournment Proposal.

What is the Method for Counting Votes?

Each holder of common stock is entitled to one vote at the Special Meeting on each matter to come before the Special Meeting for each share held by such stockholder as of the record date. Votes cast online during the Special Meeting or covered by proxies submitted by mail, online or by telephone will be tabulated by the inspector of election appointed for the Special Meeting, who will also determine whether a quorum is present.

How do I Change my Vote or Revoke my Proxy?

If you are a stockholder of record, you may revoke your proxy before the vote is taken at the Special Meeting:

by submitting a new proxy with a later date before the applicable deadline either signed and returned by mail or transmitted using the telephone or online voting procedures described in the “How Can I Vote at the Special Meeting?” section above;

by voting online during the Special Meeting using the procedures described in the “How Can I Vote at the Special Meeting?” section above; or

by filing a written revocation with our corporate secretary.

If your shares are held in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee holding your shares. You may also vote online during the Special Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a legal proxy from the organization that holds your shares and follow the procedures described in the “How Can I Vote at the Special Meeting?” section above.

Your virtual attendance at the Special Meeting, without voting online during the Special Meeting, will not automatically revoke your proxy.

Who Bears the Costs of Proxy Solicitation?

We will bear the costs of soliciting proxies. Our directors, officers and regular employees, without additional remuneration, may solicit proxies by mail, telephone, facsimile, email, personal interviews and other means.

Where can I find the voting results of the Special Meeting?

We plan to announce preliminary voting results at the Special Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Special Meeting.

Who should I contact if I have any questions?

QUESTIONS AND ANSWERS ABOUT THE SUBSIDIARY SALE

What is the proposed transaction?

The proposed transaction is the sale by Collective Audience, Inc. of two of its subsidiaries—specifically, 100% of the issued and outstanding capital stock of The Odyssey S.A.S. (formerly “BeOpinon” and “BeOp,” a French corporation, “BEOP”) and its 51% membership interest in DSL Digital LLC (“DSL,” a Utah limited liability company)—to NYIAX Marketing and Advertising Solutions, Inc. (“Purchaser”), a wholly-owned subsidiary of NYIAX, Inc. (“NYIAX”). Additionally, Gregg Greenberg, who owns the remaining 49% of DSL, will also sell his interest to the Purchaser. In exchange, the Company and Greenberg will receive newly issued shares of common stock of NYIAX equal to 49% of NYIAX’s common stock on a fully-diluted basis as of three business days prior to closing. The transaction is structured as an equity purchase, with the consideration being paid in NYIAX common stock (the “Consideration Shares”). The transaction also includes a holdback of a portion of the Consideration Shares in escrow, subject to certain post-closing adjustments and indemnification obligations.

The Company will retain its DLQ, Inc. (“DLQ”) business unit along with related subsidiaries of DLQ, including Push Interactive, LLC (“Push”) but considers the Subsidiary Sale of BEOP and DSL significant enough to constitute “a sale of substantially all of the assets” of the Company thereby necessitating stockholder approval.

What is the purchase price of the Subsidiary Sale?

The purchase price for the sale of BEOP and DSL interests (the “Subsidiary Sale”) is to be paid by the issuance of Consideration Shares of NYIAX common stock. The allocation is as follows:

	·	The Company will receive Consideration Shares representing 71.63% of the total Consideration Shares, which will equate to 35.1% of NYIAX common stock on a fully-diluted basis after the transaction.

	·	Gregg Greenberg will receive Consideration Shares representing 18.37% of the total Consideration Shares, equating to 9% of NYIAX common stock on a fully-diluted basis.

	·	The remaining 10% of the Consideration Shares (the “Holdback Shares”) will be held in escrow, subject to the terms of a holdback agreement, and may be released to the Company and Greenberg or returned to NYIAX depending on post-closing adjustments and indemnification claims.

The exact number of shares and the aggregate dollar value are to be specified in Annex A of the equity purchase agreement, which will define the “Fully-Diluted Basis” and the precise calculations for the Consideration Shares at closing.

Why is our board recommending the Subsidiary Sale?

The Collective Audience board of directors believes that the Subsidiary Sale and the equity purchase agreement are fair to, advisable and in the best interests of, Collective Audience and its stockholders. The rationale for the recommendation is based on the board of directors’ assessment that the transaction will provide value to the Company’s stockholders through the receipt of equity in NYIAX, a company that will own and operate the acquired digital media and advertising businesses, and that the transaction is structured to maximize value and minimize risk for Collective Audience and its stockholders. The board of directors unanimously recommends that you vote “FOR” the approval of the Subsidiary Sale Proposal. To review the board of directors’ reasons for recommending the Subsidiary Sale, see the section entitled “THE SUBSIDIARY SALE—Reasons for the Subsidiary Sale and Recommendation of Our Board of Directors” beginning on page 22 of this proxy statement.

How does Collective Audience intend to use the proceeds of the Subsidiary Sale?

The consideration for the Subsidiary Sale is in the form of NYIAX common stock, not cash. Therefore, the Company will become a significant stockholder in NYIAX following the transaction. There are no direct cash proceeds to the Company in connection with this transaction.

The Company continues to evaluate its strategic alternatives. There can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated, lead to increased stockholder value, or achieve the anticipated results.

Will the Subsidiary Sale be a taxable transaction to me?

The Subsidiary Sale is entirely a corporate action. Our stockholders will not realize any gain or loss for U.S. federal income tax purposes as a result of the Subsidiary Sale. See the section entitled “THE EQUITY PURCHASE AGREEMENT” —Material U.S. Federal Income Tax Consequences of the Subsidiary Sale” beginning on page 34 of this proxy statement.

When is the Subsidiary Sale expected to be completed?

We are working towards completing the Subsidiary Sale as soon as possible. We currently expect to complete the Subsidiary Sale as soon as all of the conditions to the Subsidiary Sale are satisfied or waived, including stockholder approval of the Subsidiary Sale Proposal at the Special Meeting, which we currently anticipate will occur in the third quarter of 2025.

Are there any risks related to the Subsidiary Sale?

Yes. You should carefully read the section entitled “RISK FACTORS” beginning on page 14 of this proxy statement.

Why is it important for me to vote?

Collective Audience and NYIAX cannot complete the Subsidiary Sale without the affirmative vote of a majority of the outstanding shares of Collective Audience. Therefore, any shares that are not voted will have the same effect as a vote “against” the Subsidiary Sale Proposal.

What will happen if stockholders do not approve the Subsidiary Sale at the Special Meeting?

If the stockholders do not approve the Subsidiary Sale at the Special Meeting, the Subsidiary Sale will not be completed.

GENERAL INFORMATION ABOUT THE ADJOURNMENT PROPOSAL

What is the purpose of the Adjournment Proposal?

The purpose of the Adjournment Proposal is to allow Collective Audience, subject to the terms of the equity purchase agreement, to adjourn the Special Meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation of proxies in the event that there are insufficient votes to approve the Subsidiary Sale Proposal.

The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Subsidiary Sale Proposal.

The Collective Audience board of directors recommends that you vote in favor of the Adjournment Proposal.

SPECIAL NOTE REGARDING FORWARD LOOKING-STATEMENTS

This proxy statement, including the annex attached to the proxy statement, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including statements concerning the Subsidiary Sale, any statements of the plans and objectives of management for future operations, any statements concerning the timing, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “intends,” “plans,” “believes,” “targets,” “anticipates,” “expects,” “estimates,” “predicts,” “potential,” “continue” or “opportunity,” or the negative thereof or other comparable terminology. The forward-looking statements in this proxy statement are only predictions. Although we believe that the expectations presented in the forward-looking statements contained herein are reasonable at the time of filing, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, among other things: the occurrence of any event, change or other circumstance that could give rise to the termination of the equity purchase agreement; the failure of Collective Audience to obtain stockholder approval for the Subsidiary Sale or the failure to satisfy any of the other conditions to the completion of the Subsidiary Sale; the outcome of any legal proceedings that may be instituted against Collective Audience, NYIAX or any of their respective directors or officers related to the equity purchase agreement or the transactions contemplated thereby; the value of the consideration shares to be received in connection with the Subsidiary Sale; the application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations; and the incurrence by us of expenses relating to the Subsidiary Sale.

Further information regarding the risks, uncertainties and other factors that could cause actual results to differ from the results in these forward-looking are discussed under the section entitled “Risk Factors” set forth below, and for the reasons described elsewhere in this proxy statement. Please carefully consider these factors, as well as other information contained herein and in our periodic reports and documents filed with the SEC. All forward-looking statements and reasons why results may differ included in this proxy statement are made as of the date hereof. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

SUMMARY

This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the Subsidiary Sale. We urge you to read carefully the remainder of this proxy statement, including the attached annex. For additional information on Collective Audience, see the section entitled “MATTERS FOR APPROVAL AT THE SPECIAL MEETING—Where You Can Find More Information” beginning on page 37 of this proxy statement. We have included page references in this summary to direct you to a more complete description of the topics presented below.

Unless otherwise indicated or as the context otherwise requires, all references to “Collective Audience”, “CAUD,” “we”, “us”, or “our” in this proxy statement refer to Collective Audience Inc., a Delaware corporation; all references to “NYIAX” or “Parent” refer to NYIAX, Inc., a Delaware corporation, all references to “Purchaser” refer to NYIAX Marketing and Advertising Solutions, Inc., a Delaware corporation, all references to “Greenberg” refer to Gregg Greenberg, all references to “Seller Parties” refers to Greenberg and Collective Audience, and all references to the “Seller Representative” refer to Peter Bordes, in his capacity as representative of the Seller Parties,

Parties to the Subsidiary Sale

Collective Audience Inc. (see page 17)

Collective Audience is a leading innovator of audience-based performance advertising and media for the open web

Collective Audience is a corporation organized under the laws of the State of Delaware. Shares of Collective Audience common stock are quoted on the OTC Markets Expert Market tier (“OTC”) under the symbol “CAUD.”

NYIAX, Inc. (see page 17)

NYIAX is a financial platform technology company known for its advancements in intelligent contracts and futures trading.

NYIAX is a corporation organized under the laws of the State of Delaware.

NYIAX Marketing and Advertising Solutions, Inc.

NYIAX Marketing and Advertising Solutions, or Purchaser, is a wholly-owned subsidiary of NYIAX.

NYIAX Marketing and Advertising Solutions, Inc. is a corporation organized under the laws of the State of Delaware.

Gregg Greenberg

Greenberg is an individual and 49% owner of DSL.

Seller Representative

Peter Bordes, Chief Executive Officer of Collective Audience is a party in his capacity as representative of the Seller Parties (CAUD and Greenberg).

The Subsidiary Sale

A copy of the Equity purchase agreement, dated as of June 6, 2025 (the “equity purchase agreement”), by and among Collective Audience, NYIAX, Purchaser, Greenberg and the Seller Representative is attached as Annex A to this proxy statement and incorporated herein by reference. We encourage you to read the entire equity purchase agreement carefully because it is the principal document governing the Subsidiary Sale. For more information on the equity purchase agreement, see the section entitled “THE EQUITY PURCHASE AGREEMENT” beginning on page 24 of this proxy statement.

Equity purchase agreement (see page 24)

On June 6, 2025, we entered into the equity purchase agreement, pursuant to which we agreed to sell our equity interests in the Acquired Companies (as defined below) to Purchaser, as follows:

The Odyssey S.A.S. (formerly known as “BeOpinon” and “BEOP”), a French corporation in the form of a société par actions simplifiée, registered with the companies and trade registry of Paris under number 812 491 314, (“BEOP”), our wholly-owned subsidiary; and

DSL Digital LLC, a Utah limited liability company (“DSL” and collectively with BEOP, the “Acquired Companies” and each individually, an “Acquired Company”), our 51%-owned subsidiary (collectively, the “Subsidiary Sale”).

In addition, Greenberg, the 49% owner of DSL, agreed to sell his equity interests in DSL to Purchaser.

As consideration for the Subsidiary Sale and Greenberg’s sale of the DSL interests, NYIAX agreed to issue shares of its common stock equal to 49% of its common stock on a fully-diluted basis post-closing (the “Consideration Shares”) to us and Greenberg, as follows:

CAUD receives 71.63% of the Consideration Shares (representing 35.1% of Parent Common Stock on a fully-diluted basis);

Greenberg receives 18.37% of the Consideration Shares (representing 9% of Parent Common Stock on a fully-diluted basis); and

10% of the Consideration Shares are held back in escrow (Holdback Shares) for potential indemnification claims as described in more detail below.

Recommendation of the Collective Audience Board (see page 22)

After careful consideration, the Collective Audience board of directors has unanimously (i) determined that the terms of the transactions contemplated by the equity purchase agreement, including the Subsidiary Sale, are advisable and in the best interests of Collective Audience, and (ii) approved the execution, delivery and performance by Collective Audience of the equity purchase agreement and the consummation of the Subsidiary Sale. The Collective Audience board of directors unanimously recommends that the stockholders of Collective Audience approve the Subsidiary Sale and the other transactions contemplated by the equity purchase agreement and vote “FOR” the Subsidiary Sale Proposal.

Certain factors considered by our board of directors in making such unanimous determination and approval are described in the section entitled “THE SUBSIDIARY SALE—Reasons for the Subsidiary Sale and Recommendation of our Board of Directors.”

Conditions to Closing (see page 31)

As more fully described in this proxy statement and in the equity purchase agreement, the obligations of NYIAX to complete the Subsidiary Sale are also subject to the satisfaction, or waiver, of the following conditions:

The representations and warranties of the Seller Parties must be true and correct as of the Closing Date (or as of any specified date for those made as of a particular date);

The Seller Parties must have duly performed and complied with all agreements, covenants, and conditions required by the Agreement and Ancillary Documents to be performed or complied with prior to or on the Closing Date;

No action, injunction, or restraining order by any Governmental Entity should be pending or in effect that would prevent the Closing or impact any Acquired Company;

Each Seller Party and Acquired Company must be in compliance with all applicable laws, and all necessary permits for conducting business must be valid and in full force and effect as of the Closing Date and continue thereafter;

All required approvals, consents, and waivers listed in the Seller Disclosure Schedules must have been received, with executed counterparts delivered to Purchaser and Parent at or prior to Closing;

No Seller Material Adverse Effect should have occurred since the date of the Agreement, nor should any event or development have occurred that could reasonably be expected to result in such an effect.

Purchaser and Parent must have received all required Closing deliveries from the Seller Parties as specified in the Agreement;

Purchaser, Parent, and the Seller Parties must have agreed upon all exhibits and annexes to the Agreement;

Purchaser and Parent must be satisfied, in their sole discretion, with the Seller Disclosure Schedules, as supplemented and amended; and

Purchaser and Parent must have completed their due diligence review of the Acquired Companies, with results satisfactory to them in their sole discretion.

The obligations of Collective Audience (and, where specifically referenced, Greenberg) to complete the Subsidiary Sale are also subject to the satisfaction, or waiver, of the following conditions:

Accuracy of Representations and Warranties: The representations and warranties of Purchaser and Parent must be true and correct in all respects (if qualified by materiality or Material Adverse Effect) or in all material respects (if not so qualified) as of the Closing Date, except for those that address matters as of a specific date (which must be true as of that date);

Performance of Covenants: Purchaser must have duly performed and complied in all material respects with all agreements, covenants, and conditions required by the Agreement to be performed or complied with prior to or on the Closing Date;

No Material Adverse Effect: Since the date of the Agreement, there must not have occurred any material adverse effect with respect to Purchaser or Parent, nor any event or events that could reasonably be expected to result in such an effect;

Satisfactory Disclosure Schedules: Each Seller Party must have determined and agreed, in their sole discretion, that the Purchaser Disclosure Schedules (as supplemented and amended) are satisfactory;

Approval of Securities Terms: The types of securities to be issued by Parent under the Agreement and the terms under which such securities are issued must be approved by CAUD, Gregg Greenberg, and NYIAX;

Delivery of Closing Documents: Purchaser and Parent must deliver all required closing documents, including the Holdback Agreement, Lock-up Agreements, Greenberg Consulting and Earnout Agreements, evidence of issuance of Consideration Shares, and other certificates and resolutions as specified in the Agreement;

No Legal Impediments: No injunction, restraining order, or other order issued by any governmental entity should be in effect that restrains or prohibits the transactions contemplated by the Agreement;

Board and Stockholder Actions: The Board of Directors of Purchaser and Parent must have approved the Agreement and the Ancillary Documents;

Appointment of Directors: Within 48 hours after Closing, the stockholders of Parent (excluding Seller Parties) must appoint four directors to the Parent board, and CAUD must appoint three directors. Within 15 days, the board must designate an acting chairperson; and

Other Customary Conditions: Any other conditions specified in the Agreement or required by law, including regulatory approvals and consents, must be satisfied or waived.

No Solicitation Covenant (see page 25)

Subject to certain exceptions, Collective Audience and Greenberg have agreed that they will not, and will cause each of the Acquired Companies and its and their respective officers and directors not to, directly or indirectly:

	·	solicit, initiate discussions, discuss or engage in negotiations with any person (whether such negotiations are initiated by a Seller Party or otherwise), concerning the possible acquisition, recapitalization or reorganization (whether by way of merger, reorganization, purchase of interests, purchase of indebtedness, purchase of assets, issuance or sale of shares or securities or otherwise) of any Acquired Company (a “Transaction”);

	·	provide information with respect to any Acquired Company to any person relating to a Transaction with any Acquired Company; or

	·	enter into any agreement or understanding with any person, concerning a Transaction with any Acquired Company

Changes in Board Recommendation (see page 26)

As set forth in Section 3.2 of the equity purchase agreement, our board of directors has agreed and resolved to recommend approval by our Stockholders of the equity purchase agreement and the transactions contemplated thereby and is bound by such board recommendation.

Termination of the Equity purchase agreement (see page 32)

The equity purchase agreement may be terminated at any time before the completion of the Subsidiary Sale as set forth below:

by the mutual written consent of the Seller Parties and Purchaser/Parent;

by either the Seller Parties on the one hand, or NYIAX or Purchaser on the other hand, if they are not in material breach and there has been a breach, inaccuracy, or failure to perform any representation, warranty, covenant, or agreement by such Seller Parties on the one hand, or NYIAX or Purchaser on the other hand, that would cause a closing condition to fail, and such breach is not cured within 30 days of written notice;

If no Closing occurs on or before July 31, 2025 (the “Outside Date”); provided, however, that the right to terminate shall not be available to any party whose failure to fulfill any obligation under the equity purchase agreement has resulted in the failure of the transactions contemplated by the equity purchase agreement to be consummated on or before the Outside Date;

Either party may terminate if any law makes consummation of the transaction illegal or otherwise prohibited, any governmental entity issues an order restraining or enjoining the transaction, or Company stockholder approval is not obtained at the stockholder meeting (unless the failure is due to the terminating party’s own failure or delay); or

either the Seller Parties on the one hand, or NYIAX or Purchaser on the other hand, if, since the execution date, there has been any Material Adverse Effect of such other parties, or any event or circumstance that could reasonably be expected to result in such an effect.

Interests of Collective Audience’s Directors, Executive Officers and Significant Stockholders in the Transaction (see page 29)

In considering the recommendation of our board of directors with respect to the equity purchase agreement, holders of shares of our common stock should be aware that our executive officers and directors may have interests in the Subsidiary Sale that may be different from, or in addition to, those of our stockholders generally. These interests may create potential conflicts of interest. Our board of directors was aware of these potential conflicts of interest and considered them, among other matters, in reaching its decision to approve the equity purchase agreement and to recommend that our stockholders vote in favor of approving the equity purchase agreement.

Accounting Treatment (see page 23)

The Subsidiary Sale will be accounted for as a “sale” by Collective Audience, as that term is used under generally accepted accounting principles, for accounting and financial reporting purposes.

Appraisal Rights (see page 23)

No appraisal rights or dissenters’ rights are available to our stockholders under Delaware law or our second amended and restated certificate of incorporation in connection with the Subsidiary Sale.

RISK FACTORS

You should carefully consider and evaluate all of the information included in this proxy statement and the annex attached to the proxy statement, including the risks described below and discussed under the section captioned “Risk Factors” and “Risk Factors Summary” contained in our most recent annual report on Form 10-K, quarterly report on Form 10-Q, and in our subsequent filings under the Exchange Act.

Any of these risks, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, financial condition and prospects, which in turn could materially and adversely affect the trading price of shares of our common stock. Stockholders should keep in mind that the risks below are not the only risks that are relevant to your voting decision. Additional risks not currently known or currently material to us may also harm our business.

Risks Related to the Subsidiary Sale

In addition to the other information contained in this proxy statement, you should carefully consider the following risk factors when deciding whether to vote to approve the Subsidiary Sale Proposal. You should also consider the information in our other reports on file with the SEC. See “Where You Can Find More Information.”

There can be no guarantees that the Subsidiary Sale will be completed. Failure to complete, or unexpected delays in completing, the Subsidiary Sale or any termination of the equity purchase agreement could have an adverse effect on our financial condition and results of operations.

The completion of the Subsidiary Sale is subject to a number of conditions, including the approval of the Subsidiary Sale by our stockholders, which make the completion and timing of the Subsidiary Sale uncertain. See the section entitled “THE EQUITY PURCHASE AGREEMENT—Conditions to Closing” for a more detailed discussion. The failure to satisfy all of the required conditions could delay the completion of the Subsidiary Sale for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the Subsidiary Sale will be satisfied or waived or that the Subsidiary Sale will be completed.

In addition, either we or NYIAX may terminate the equity purchase agreement under certain circumstances, including if the Subsidiary Sale is not completed by the outside date.

If the Subsidiary Sale is not completed, we may be adversely affected and, without realizing any of the benefits of having completed the Subsidiary Sale, will be subject to a number of risks, including the following:

the market price of our common stock could decline;

if the equity purchase agreement is terminated and our board of directors seeks another strategic transaction, our stockholders cannot be certain that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that NYIAX has agreed to in the equity purchase agreement, if at all;

our ability to consummate any other strategic transaction separate from the Subsidiary Sale may be adversely affected and our board of directors may decide to pursue a dissolution and liquidation;

time and resources, financial and otherwise, committed by our management to matters relating to the Subsidiary Sale could otherwise have been devoted to pursuing other beneficial opportunities;

we may experience negative reactions from the financial markets; and

we will generally be required to pay our expenses relating to the Subsidiary Sale, such as legal, accounting and financial advisory fees, whether or not the Subsidiary Sale is completed.

In addition, if the Subsidiary Sale is not completed, we could be subject to litigation related to any failure to complete the Subsidiary Sale or related to any enforcement proceeding commenced against us to perform our obligations under the equity purchase agreement. Any of these risks could materially and adversely impact our business, financial condition, results of operations and the market price of shares of our common stock.

Similarly, delays in the completion of the Subsidiary Sale could, among other things, result in additional transaction costs or other negative effects associated with delay and uncertainty about completion of the Subsidiary Sale and could materially and adversely impact our business, financial condition, results of operations and the market price of shares of our common stock.

The amount of consideration we will receive in the Subsidiary Sale is subject to various risks and uncertainties.

CAUD receives 71.63% of the Consideration Shares (representing 35.1% of Parent Common Stock on a fully-diluted basis);

Greenberg receives 18.37% of the Consideration Shares (representing 9% of Parent Common Stock on a fully-diluted basis); and

10% of the Consideration Shares are held back in escrow (Holdback Shares) for potential indemnification claims as described in more detail below.

The consideration described above, including the exact number of Consideration Shares and the calculation of “Fully-Diluted Basis” is subject to various risks and uncertainties, including the eventual success, if any, of NYIAX’s future business prospects and whether, if ever, a liquidity event related to our ownership of the Consideration Shares in NYIAX occurs.

Finally, the parties cannot predict what success, if any, NYIAX may have with respect to regulatory and sales milestones and, therefore there can be no guarantee that either of the milestones above will be achieved or that the milestone payments will ever be paid.

The equity purchase agreement limits our ability to pursue alternatives to the Subsidiary Sale.

The equity purchase agreement contains provisions that make it substantially more difficult for us to sell the Acquired Entities to a party other than the Purchaser. Specifically, we agreed not to solicit any acquisition proposals until the date of closing or the proper termination of the equity purchase agreement. In addition, the equity purchase agreement does not contain a right for us to terminate the equity purchase agreement in response to an intervening event or a superior proposal.

The failure to consummate the Subsidiary Sale may materially and adversely affect our business, financial condition and results of operations.

NYIAX’s obligation to close the Subsidiary Sale is subject to a number of conditions, including our stockholders’ approval of the Subsidiary Sale Proposal. We cannot control some of these conditions and we cannot assure you that they will be satisfied or that NYIAX will waive any that are not satisfied. If the Subsidiary Sale is not consummated, we may be subject to a number of risks, including the following:

we may not be able to identify an alternate transaction, or if an alternate transaction is identified, such alternate transaction may not result in an equivalent price to what is proposed in the Subsidiary Sale;

the market price of our common stock may decline to the extent that the then current market price reflects a market assumption that the Subsidiary Sale will be consummated; and

our relationships with our customers, suppliers and employees may be damaged beyond repair and the value of the Acquired Entities will likely significantly decline.

The occurrence of any of these events individually or in combination will likely materially and adversely affect our business, financial condition and results of operations, cause the market value of our common stock to significantly decline or become worthless and force us to file for bankruptcy protection, liquidate and windup our operations.

The failure to consummate the Subsidiary Sale by the prescribed deadline will likely result in the Subsidiary Sale being abandoned.

Either we or NYIAX may terminate the equity purchase agreement without penalty if (i) our stockholders do not approve the Subsidiary Sale Proposal or (ii) if the Subsidiary Sale is otherwise not completed by a specified date (unless such deadline is missed due to the failure by the party seeking termination to fulfill a material obligation under the equity purchase agreement). In the event the equity purchase agreement is terminated, the potential adverse effects from failing to consummate the Subsidiary Sale discussed above would be implicated.

Our executive officers and directors may have interests in the Subsidiary Sale other than, or in addition to, the interests of our stockholders generally.

Members of our board of directors and our executive officers may have interests in the Subsidiary Sale that are different from, or are in addition to, the interests of our stockholders generally. Additional information on these interests can be found in the section entitled “THE EQUITY PURCHASE AGREEMENT- Interests of Certain Persons in the Subsidiary Sale” beginning on page 33 of this proxy statement. Our board of directors was aware of these interests and considered them, among other matters, in approving the equity purchase agreement.

We may be subject to securities litigation, which is expensive and could divert our attention.

We may be subject to securities class action litigation in connection with the Subsidiary Sale. Securities litigation against us could result in substantial costs and divert our management’s attention from closing the Subsidiary Sale, which could harm our business and increase our expenses.

PARTIES TO THE SUBSIDIARY SALE

Collective Audience Inc.

Collective Audience is a leading innovator of audience-based performance advertising and media for the open web

85 Broad Street 16-079

New York, NY 10004

NYIAX, Inc.

NYIAX is a financial platform technology company known for its advancements in intelligent contracts and futures trading.

Suite 2669

244 5th Ave 2nd Floor,

New York, NY 10001

NYIAX is a corporation organized under the laws of the State of Delaware.

NYIAX Marketing and Advertising Solutions, Inc.

NYIAX Marketing and Advertising Solutions, or Purchaser, is a wholly-owned subsidiary of NYIAX.

Suite 2669

244 5th Ave 2nd Floor,

New York, NY 10001

NYIAX Marketing and Advertising Solutions, Inc. is a corporation organized under the laws of the State of Delaware.

Gregg Greenberg

Greenberg is an individual and 49% owner of DSL.

7 Valley Field Road

Westport, CT 06880

Seller Representative

Peter Bordes, Chief Executive Officer of Collective Audience is a party in his capacity as representative of the Seller Parties (CAUD and Greenberg).

85 Broad Street 16-079

New York, NY 10004

THE SUBSIDIARY SALE

The following is a discussion of the Subsidiary Sale. The description of the equity purchase agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the equity purchase agreement, which is attached as Annex A to this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Subsidiary Sale that is important to you. You are encouraged to read the equity purchase agreement carefully and in its entirety, as it is the legal documents that governs the Subsidiary Sale.

Background of the Proposed Subsidiary Sale

In an effort to enhance stockholder value, our board of directors and management regularly review and discuss our near and long-term operating and strategic priorities. Among other things, these reviews and discussions focus on the opportunities and risks associated with our business, financial condition and our strategic relationships and potential long-term strategic options.

On August 14, 2024, the Company received a letter (the “Nasdaq Delisting Notice”) from the staff of Nasdaq stating that Nasdaq Hearings Panel (the “Panel”) had determined to delist the Company’s common stock, and pursuant to which the trading of the Company’s securities will be suspended at the open of business on August 16, 2024.

On August 16, 2024, as disclosed in that certain Form 8-K filed by the Company with the SEC on August 15, 2024,

The Company’s common stock will begin trading, under its current trading symbol “CAUD”, on the OTC Pink Market operated on the OTC Markets system effective with the open of the markets on August 16, 2024.

On October 29, 2024, our executive team met with a NYIAX advisor at the Think Equity Investor Conference, where potential synergies were suggested between Collective Audience and NYIAX after recognizing the strong alignment of the companies’ missions, technology, and strategic direction.

On October 30, 2024, the Company’s CEO Peter Bordes presented at the ThinkEquity Investor Conference in New York City.

On November 8, 2024, our management held a lengthy meeting with NYIAX Chief Executive Officer Teri Gallo and director Bob Ainbinder, during which the parties identified a compelling basis for partnership and a potential business combination after a detailed review of each platform.

On November 11, 2024, the parties executed a mutual nondisclosure agreement and Peter Bordes subsequently briefed the Company’s internal team, adding the NYIAX collaboration as a standing agenda item for weekly meetings to facilitate focused exploration of the opportunity.

On November 13, 2024, the Company dismissed Yusufali & Associates, LLC (“Yusufali”) as the Company’s independent registered public accounting firm, which dismissal was approved by the Company’s Audit Committee. The decision to dismiss the Company’s independent registered public accounting firm was the direct result of an order of the Public Company Accounting Oversight Board (the “PCAOB”) dated October 22, 2024, (PCAOB Release No. 105-2024-042), revoking Yusufali’s PCAOB registration. Also on November 13, 2024, the Company appointed GreenGrowth CPAs (“GreenGrowth”) as the Company’s new independent registered public accounting firm. The Audit Committee of the Board approved the appointment of GreenGrowth.

On November 15, 2024, the Company filed a Form 12b-25 Notification of Late Filing related to its Form 10-Q for the quarter ended September 30, 2024, citing that it required additional time to finalize and review its consolidated financial statements due to a combination of factors relating to the Company’s acquisition of BEOP and its recent change in independent registered public accounting firm.

On November 15, 2024, our leadership conducted a follow-up meeting with Ms. Gallo and Mr. Ainbinder that concluded with a decision to engage Board Chair Joe Zawadski to analyze NYIAX’s market fit and strategic synergies.

On November 18, 2024, Company management convened a video conference meeting session with NYIAX leadership, additional team members, and finance advisor Gerry Garcia to integrate platform strategies and initiate financial diligence.

On November 19, 2024, company management met with a CEO of a separate company in our industry to evaluate how its capabilities could complement the potential NYIAX-Collective transaction thesis and to gather third-party validation of our roadmap.

On November 20, 2024, the parties’ deal teams began discussing transaction terms and commenced drafting a letter of intent contemplating a potential business combination between the parties.

On November 22, 2024, NYIAX, Collective Audience, and the CEO of third company held joint sessions to review platform integrations, refine the combined value proposition, and gauge support for the contemplated transaction.

On November 25, 2024, Collective Audience’s European leadership hosted a lengthy cross-continental video conference meeting to introduce Ms. Gallo to our EU demand, supply, product, and finance teams, followed by board-level briefings that aligned stakeholders on the emerging business combination plan.

On December 5, 2024, Joe Zawadski met with NYIAX and Collective executives to validate the strategic roadmap and assess participation options to accelerate adoption of the combined cloud platform.

On December 6, 2024, the Company received highly favorable feedback from Mr. Zawadski, confirming that the contemplated combination had the potential to create an open-web advertising cloud capable of challenging walled-garden incumbents.

On December 10, 2024, a second strategy session further explored merger mechanics and avenues for investor support commercialization of the integrated offering.

On December 16, 2024, joint NYIAX-Collective working groups began harmonizing platform infrastructure, processes, and technical roadmaps in anticipation of integration.

On December 19, 2024, our board of directors was briefed on the potential NYIAX transaction and discussed rough terms related to a potential “merger of equals” and further discussions on trading status, the significant outstanding debt and convertible notes of Collective Audience, and the SEC compliance issues of both parties.

On December 21, 2024, the parties executed a non-binding letter of intent memorializing the key economic terms and closing framework for a proposed transaction.

On January 14, 2025, our board received updated audit findings and a status report on the NYIAX transaction, and the potential trading issues with the Company, prompting a reassessment of the public-company strategy.

On January 16, 2025, the Company announced that its common stock transitioned quotation from the OTCQB to the Expert Market due to the Company’s failure to timely file its Form 10-Q for the third quarter of 2024.

On January 16, 2025, NYIAX Chief Executive Officer Teri Gallo and our CEO Peter Bordes re-assessed the transaction strategy given the drop in trading of the Company to the Expert Market. Ms. Gallo introduced our management to NYIAX Chief Financial Officer Bill Feldman and prepared a joint market pitch.

On January 22, 2025, senior executives of the parties refined the joint presentation materials and continued negotiating transaction terms consistent with the change in circumstances of our trading market.

On January 28, 2025, integration leaders of both parties reviewed organizational design, prospective board composition, and governance matters for the combined company.

On January 30, 2025, technical teams of both parties conducted a detailed platform walkthrough, and principals engaged in a half-day strategy session to consolidate learnings and advance definitive term discussions.

On February 3, 2025, the parties instituted weekly executive sync meetings, exchanged NYIAX’s updated draft letter of intent and diligence request list, and aligned on process milestones.

On February 11, 2025, our internal diligence committee established a comprehensive review framework and timetable for the proposed business combination.

On February 12, 2025, NYIAX and Collective executives and finance leaders finalized a mutually agreed diligence protocol and information-sharing process.

On February 26, 2025, Abri Ventures I, LLC (“Abri”) exercised its conversion right under a series of convertible notes to receive 136,553,351 shares of common stock of the Company, representing an 87.41% ownership stake in the Company.

On February 27, 2025, NYIAX filed a Form 15 with the SEC to terminate the registration of its securities under the Exchange Act.

On March 11, 2025, NYIAX delivered a revised draft letter of intent reflecting certain ownership and capitalization terms, and senior leadership held planning meetings to map U.S. operations, integration sequencing, and organizational structure.

On March 17, 2025, the parties negotiated a finalized amended letter of intent confirming an equity transaction of Collective Audience subsidiaries DSL and BEOP into NYIAX with residual ownership mechanics to address exchange requirements.

On March 18, 2025, our board of directors reviewed, approved and ratified the letter of intent and authorized continued expenditure on diligence and documentation.

On March 25, 2025, legal counsel for both companies outlined the definitive agreement strategy, closing timeline, and regulatory roadmap.

On March 27, 2025, cross-functional technology teams of both parties commenced weekly sessions to assess system schematics, integration pathways, and code-level diligence findings.

On March 28, 2025, joint diligence steering committees provided status updates, reconciled outstanding information requests, and aligned on next-step priorities.

On April 3, 2025, Collective Audience management presented the Company’s business, strategy, and synergies to NYIAX board members in New York City to secure board-level endorsement of the pending transaction.

On April 4, 2025, principals from NYIAX, Collective Audience, and other stakeholders conducted a detailed walk-through of the draft purchase agreement, reconfirming the equity consideration, conversion of outstanding notes, and a ten-percent holdback mechanism.

On April 4, 2025, our board of directors and Audit Committee, approved the engagement of Boladale Lawal & Co., Chartered Accountants (“BL”) as the Company’s independent registered public accounting firm to audit and, effective April 3, 2025, GreenGrowth, the Company’s independent registered public accounting firm was informed that it would be dismissed and replaced by BL as the Company’s independent registered public accounting firm, effective immediately.

On April 9, 2025, NYIAX’s finance team led a diligence session focused on outstanding notes and cap-table cleanup necessary to deliver a clean post-closing balance sheet.

On April 16, 2025, full legal teams for both companies held an introductory meeting to finalize purchase agreement terms, prepare disclosure schedules, and coordinate closing deliverables.

On May 7, 2025, NYIAX, Collective Audience, and other stakeholders met in New York City to review the purchase agreement, diligence findings, and go-forward strategy to reach closing.

On May 9, 2025, the Company filed its Form 10-Q for the quarter ended September 30, 2024.

On May 13, 2025, finance teams completed a comprehensive financing due-diligence run-through to validate capital requirements and post-closing funding strategy.

On May 14, 2025, NYIAX’s internal transaction committee reached preliminary agreement on purchase terms and closing mechanics, subject to final disclosures.

On May 15, 2025, NYIAX and Collective Audience exchanged internal disclosure schedules to finalize representations and warranties for the definitive agreement.

On May 21, 2025, our board of directors held a meeting to discuss the current status of the NYIAX transaction and purchase agreement. Based on the discussion and deliberations held at that meeting, the board of directors recommended authorizing CEO Peter Bordes to move forward to finalize the equity purchase agreement with NYIAX.

On June 5, 2025, our board of directors formally approved the equity purchase agreement and the Subsidiary Sale. NYIAX’s board of directors approved the equity purchase agreement effective June 6, 2025.

On June 6, 2025, the equity purchase agreement was executed and effective.

Reasons for the Subsidiary Sale and Recommendation of Our Board of Directors

Our board of directors unanimously: (i) determined that the Subsidiary Sale is advisable and in the best interests of us and our stockholders, (ii) approved the equity purchase agreement and the Subsidiary Sale, and (iii) recommended that our stockholders vote in favor of the approval of the Subsidiary Sale.

In the course of reaching that determination and recommendation, the board of directors considered a number of potentially supportive factors in its deliberations including:

	·	the fact that we have suffered significant losses since our inception and the uncertainty over our ability to raise additional capital through equity financings or other means before exhausting the limited cash resources we have available and that would be needed to continue development of BEOP, DSL or other business units;

	·	the fact that we have limited personnel and resources, including as it relates to financial reporting and compliance roles, and the costs associated with maintaining compliance with SEC rules may be prohibitive relative to the value of the Acquired Companies;

Significant synergies exist between NYIAX, BEOP and DSL businesses as compared with that of our DLQ business unit and DLQ’s substantial historical liabilities make it difficult for the Company to obtain equity financing on reasonable terms if at all to continue funding our combined operations;

the ability of our Company to, on a limited basis, participate in potential upside of NYIAX through the Consideration Shares;

the determination by our board of directors, following a comprehensive assessment of our strategic options, that the receipt of Consideration Shares from the Subsidiary Sale would maximize stockholder value;

	·	the board of directors’ belief that as a result of the extent of negotiations with NYIAX, we obtained the highest consideration that NYIAX was willing to pay or that we were likely to obtain from any other party;

	·	the structure of the transaction as an equity sale of the Acquired Companies meant that the liabilities of the Acquired Companies, including those assumed by the Company under the restructuring plan in connection with our prior acquisition of BEOP, will no longer be the responsibility of the Company; and

	·	that the Subsidiary Sale is subject to the approval of our stockholders.

In the course of its deliberations, our board of directors also considered a variety of risks and other countervailing factors, including:

the risks and costs to us if the Subsidiary Sale is not consummated, including the diversion of management attention and the need to preserve limited cash;

the restrictions on our ability to solicit or engage in discussions or negotiations with a third party regarding specified transactions as provided in the equity purchase agreement;

the fact that our stockholders will not, except for some limited, indirect upside held by the Company due to receipt of the NYIAX Consideration Shares as part of the Subsidiary Sale, participate in the potential upside of BEOP and DSL;

the absence of our right to terminate the equity purchase agreement in the event of an intervening event or superior proposal; and

the potential interests of our officers and directors in the Subsidiary Sale that may be different from, or in addition to, the interests of stockholders generally as described under the section entitled “THE EQUITY PURCHASE AGREEMENT – Interests of Certain Persons in the Subsidiary Sale” beginning on page 33 of this proxy statement.

The foregoing discussion of the factors considered by our board of directors is not intended to be exhaustive, but does set forth the material factors considered by the board of directors. The board of directors reached the unanimous conclusion to approve the equity purchase agreement in light of the various factors described above and other factors that each member of the board of directors felt were appropriate. In view of the wide variety of factors considered by the board of directors in connection with its evaluation of the Subsidiary Sale and the complexity of these matters, the board of directors did not consider it practical, and did not attempt to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the board of directors. Rather, the board of directors made its recommendation based on the totality of information presented to it and the investigation conducted by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

After evaluating these factors and consulting with its legal counsel, the board of directors determined that the equity purchase agreement was fair to and in the best interests of Collective Audience. Accordingly, our board of directors unanimously approved the equity purchase agreement. The board of directors unanimously recommends that you vote “FOR” the approval of the equity purchase agreement

Appraisal Rights

No appraisal rights or dissenters’ rights are available to our stockholders under Delaware law or our certificate of incorporation in connection with the Subsidiary Sale.

Accounting Treatment of the Subsidiary Sale

The Subsidiary Sale will be accounted for as a “sale” by Collective Audience, as that term is used under generally accepted accounting principles, for accounting and financial reporting purposes.

THE EQUITY PURCHASE AGREEMENT

The following is a summary of the material terms and conditions of the equity purchase agreement. This summary does not purport to be complete and may not contain all of the information about the equity purchase agreement that is important to you. This summary is qualified in its entirety by reference to the complete text of the equity purchase agreement, a copy of which is attached to this proxy statement as Annex A. We encourage you to read the equity purchase agreement carefully and in its entirety because it is the legal document that governs the Subsidiary Sale.

Purchase and Sale of Acquired Companies

Acquired Companies

Upon the terms and subject to the conditions of the equity purchase agreement, we are required to sell, assign, transfer and deliver to Purchaser: (1) 100% of the issued and outstanding capital stock of BEOP (the “BEOP Purchased Stock”) and (2) all of our ownership in DSL, consisting of 51% of the membership interests of DSL (the “CAUD DSL Interest”), which, together with Greenberg’s separate obligation to sell, assign, transfer and deliver to Purchaser the remaining 49% of membership interests in DSL, equals 100% ownership of DSL (the “DSL Purchased Interests”).

As a result of the structure of this transaction as an equity purchase and sale of the Acquired Companies, which are two separate and distinct subsidiaries and business units of the Company, following the closing, all of the assets and liabilities of BEOP and DSL will conveyed, assigned, transferred and assumed by Purchaser.

Excluded Assets and Liabilities

For the avoidance of doubt, (i) the assets of the Company’s other subsidiaries, including DLQ, Inc. and its subsidiaries (the “DLQ Business Unit”), as well as those held in the name of the Company directly, are not being sold, assigned, transferred, conveyed or delivered to Purchaser or NYIAX and (ii) we will retain, and will be responsible for paying, performing and discharging when due, and NYIAX and Purchaser will not assume or have any responsibility for paying, performing or discharging, any of our liabilities and those of our DLQ Business Unit other than those held under the Acquired Companies.

Consideration for the Subsidiary Sale

As consideration for the Subsidiary Sale, NYIAX has agreed to pay to us consideration as described below.

Purchase Price

The purchase price for the sale of BEOP and DSL interests is to be paid by the issuance of restricted Consideration Shares of NYIAX common stock to the Company and Greenberg, as follows:

	·	The Company will receive Consideration Shares representing 71.63% of the total Consideration Shares, which will equate to 35.1% of NYIAX common stock on a fully-diluted basis after the transaction.

	·	Gregg Greenberg will receive Consideration Shares representing 18.37% of the total Consideration Shares, equating to 9% of NYIAX common stock on a fully-diluted basis.

	·	The remaining 10% of the Consideration Shares (the “Holdback Shares”) will be held in escrow, subject to the terms of a holdback agreement, and may be released to the Company and Greenberg or returned to NYIAX depending on post-closing adjustments and indemnification claims.

Holdback Agreement

As described in more detail below in the section entitled “Indemnification,” the equity purchase agreement contains standard indemnification provisions, subject to specified baskets and caps, for breaches of representations, warranties, and covenants, as well as for certain other matters. A stock holdback equal to 10% of the value of the Consideration Shares (the “Holdback”) is reserved for indemnification claims against Seller Parties. The representations and warranties generally survive for 24 months following closing. As such, the Holdback Shares, amounting to 10% of the Consideration Shares, will not be released to us or Greenberg for a long period of time.

Lock-up Agreements

The Consideration Shares are subject to a lock-up agreement, which provides that the Seller Parties, from the date of closing until the earlier of (x) two (2) years , (y) one hundred eighty three (183) days following the closing of NYIAX’s initial public offering; or (z) the written consent of NYIAX (such period, the “Restriction Period”), will not, directly or indirectly, without the prior written consent of NYIAX, (i) offer, pledge, sell, offer to sell, contract to sell, pledge, sell or grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell, lend or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) (or announce any intention to do any of the foregoing) by the undersigned or any Affiliate of the undersigned or any Person in privity with the undersigned or any Affiliate of the undersigned, or any other Person), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any Consideration Shares or other shares of NYIAX Common Stock beneficially owned, or held by the undersigned or any securities convertible into or exercisable or exchangeable for shares of NYIAX Common Stock, whether now owned or hereafter acquired by the undersigned has or hereafter acquires the power of disposition (collectively, the “Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Securities, whether any such transaction described in clause (i) or (ii) is to be settled by delivery of NYIAX Common Stock or such other securities, in cash or otherwise; (iii) make any demand for or exercise any right or cause to be submitted or filed any registration statement, including any amendments thereto, with respect to the registration of any Securities, (iv) distribute or transfer, including by way of dissolution, any of the Securities, or (v) publicly disclose any intention to do any of the foregoing.

Mechanics of the Purchase and Sale

At the Closing, NYIAX (i) will issue the Consideration Shares to each Seller Party, or its permitted assigns, in book-entry form on the books and records of its transfer agent and (ii) will issue the Holdback Shares to escrow pursuant to the Holdback Agreement. The Consideration Shares will be issued with a restricted legend.

Non-Solicitation of Alternative Acquisition Proposals

The equity purchase agreement restricts the Seller Parties and the Acquired Companies from engaging in or soliciting negotiations, discussions, or agreements with any third party regarding the acquisition, recapitalization, or reorganization of any Acquired Company from the date of the equity purchase agreement until the earlier of the closing or termination of the equity purchase agreement. During this period, the Seller Parties are also prohibited from transferring, selling, assigning, pledging, or otherwise encumbering any shares, securities, or assets of the Acquired Companies, and must not solicit or enter into any arrangements for such transfers. Additionally, the Seller Parties are required to vote all their shares in favor of the transactions contemplated by the equity purchase agreement and against any competing transactions. If any unsolicited offers are received, the Seller Parties must promptly notify the Purchaser and NYIAX with details of the offer. Any breach of these provisions is recognized as causing irreparable harm to the Purchaser and NYIAX, entitling them to seek injunctive relief or other legal or equitable remedies in addition to damages.

Changes in Board Recommendation

As provided in the equity purchase agreement, our board of directors Board of Directors has formally approved and recommended the equity purchase agreement and related documents, determining that their terms are fair and in the best interests of the Company and its stockholders. The board has authorized the equity purchase agreement, resolved to recommend it to the stockholders for approval, and directed that it be submitted for their vote.

Other than stockholder approval, no further corporate action is needed for the Company to complete the Subsidiary Sale, which is a binding and enforceable obligation, subject only to standard legal limitations such as bankruptcy laws and equitable remedies.

As such, the Company’s board of directors does not have a contractual right to change its recommendation, including no “fiduciary out” or such other right to terminate if it receives a superior proposal.

Representations and Warranties

Our representations and warranties to Purchaser and NYIAX in the equity purchase agreement relate to, among other things:

	·	Authorization;

	·	Binding Agreement;

	·	No Conflict, Breach, Violation, Etc.;

	·	No Restrictions;

	·	Required Approvals;

	·	Capital Stock;

	·	SEC Reports;

	·	Securities Laws;

	·	Certain Fees;

	·	Organization and Good Standing of the Acquired Companies;

	·	Authorization (Acquired Companies);

	·	No Conflict, Breach, Violation, Etc. (Acquired Companies);

	·	No Restrictions (Acquired Companies);

	·	Required Approvals (Acquired Companies);

	·	Equity;

	·	Financial Statements;

	·	Undisclosed Liabilities;

	·	Legal Proceedings;

	·	Title to Assets; No Encumbrances;

	·	Contracts;

	·	Personal Property Leases and Licenses;

	·	Intellectual Property;

	·	Digital Infrastructure;

	·	Data Security and Compliance;

	·	Permits; Compliance with Laws;

	·	Anti-Takeover Laws;

	·	CFIUS;

	·	Anti-Corruption Compliance;

	·	Solvency;

	·	Personnel Matters;

	·	Employee Benefits;

	·	Tax;

	·	Real Property;

	·	Environmental Matters;

	·	Insurance;

	·	Absence of Certain Changes;

	·	Client Relations;

	·	Accounts Receivable; Work-in-Process;

	·	Books and Records;

	·	Bank Accounts; Powers of Attorney;

	·	Related Party Transactions;

	·	Transactions With Affiliates and Employees; and

	·	No Other Representations or Warranties.

These representations and warranties are made (i) jointly and severally by us and Greenberg as to representations and warranties regarding DSL and (ii) severally (and for the avoidance for doubt, not jointly with the other Seller Party) (x) by us as to the Company and/or BEOP and (y) by Greenberg as to Greenberg. All representations and warranties made by us as to BEOP relate only to the period of ownership by us, commencing July 1, 2024.

NYIAX and Purchaser’s representations and warranties to us and Greenberg in the equity purchase agreement relate to, among other things:

	·	Incorporation and Good Standing;

	·	Authorization, No Conflicts, Etc.;

	·	Regulatory Restrictions;

	·	Required Approvals;

	·	Subsidiaries;

	·	Capital Stock;

	·	Financial Statements;

	·	Legal Proceedings;

	·	Conduct of Business;

	·	Taxes;

	·	Permits; Compliance with Laws;

	·	Real Property;

	·	Environmental Matters;

	·	Absence of Certain Changes;

	·	Consideration Securities;

	·	Undisclosed Liabilities;

	·	Related Party Transactions;

	·	Data Security and Compliance;

	·	Privacy Policies and Privacy Laws;

	·	Transactions With Affiliates and Employees;

	·	Certain Fees;

	·	Investment Purpose; and

	·	Independent Investigation.

Required Efforts to Consummate the Subsidiary Sale

Each of the parties to the equity purchase agreement agreed to use their respective reasonable best efforts to take or cause to be taken all action and do or cause to be done all things reasonably necessary, proper or advisable to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the equity purchase agreement. This includes, but is not limited to, the obtaining of all consents, authorizations, orders and approvals required in connection with the consummation of the transactions contemplated by equity purchase agreement and related ancillary agreements.

Conduct of Collective Audience’s Business

From signing through closing of the equity purchase agreement, the Seller Parties agreed they (i) will not cause any material change to the financial condition or prospects of the Acquired Companies, individually or taken as a whole, and (ii) shall cause each Acquired Company to (A) conduct its business in an ordinary manner consistent with past practice; and (B) use best efforts to maintain and preserve intact its current organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of, and keep available the services of, its employees, officers, consultants, customers, vendors, lenders, suppliers, regulators and others having relationships with the business. This includes the following specific actions:

	·	Preserve and maintain all permits required for the conduct of the business;

	·	Not enter into any transaction, or series of related transactions, that create any liability in excess of $100,000 without the prior written consent of Purchaser and NYIAX;

	·	Not hire, fire or amend the terms of any employment or consulting arrangements with employees making in excess of $100,000 annually or contractors making in excess of $25,000, in each case without the prior written consent of Purchaser and NYIAX;

	·	Pay their respective debts, taxes and other obligations when due;

	·	Continue to collect all accounts receivable in a manner consistent with past practice, without discounting any such accounts receivable;

	·	Maintain their respective properties and assets in the same condition as they were on the date of the equity purchase agreement;

	·	Defend and protect their respective properties and assets from infringement or usurpation;

	·	Perform all of their respective obligations under all contracts;

	·	Maintain in full force and effect all registrations of their respective intellectual property in effect as of the date hereof;

	·	Maintain in full force and effect, and pay all premiums when due on, all insurance policies covering their respective business and not permit any such policies to be cancelled or terminated or any coverage thereunder to lapse prior to the closing date;

	·	Maintain their respective books and records in accordance with past practice; and

	·	Comply in all material respects with all laws applicable to the conduct of the business or the ownership and use of the assets of each Acquired Company.

Following the closing, and for a period of three years thereafter, the Company agrees, pursuant to the terms of a restrictive covenant agreement, to certain non-competition, non-solicitation and confidentiality covenants related to the businesses covered by the Acquired Companies in the United States, Europe and other relevant territories.

Indemnification

We agreed to defend NYIAX, Purchaser and their respective affiliates, stockholders, officers, directors, employees, agents, representatives and permitted assigns (the “NYIAX indemnified parties”), at our cost and expense, and will indemnify and hold the NYIAX indemnified parties harmless from and against any losses resulting from or arising out of:

	·	Breach or inaccuracy of any representation or warranty made by any Seller Party in the equity purchase agreement or related documents.

	·	Breach or failure to perform any covenant, agreement, or commitment by any Seller Party.

	·	Claims relating to current or former employees or consultants of any Acquired Company arising from events prior to closing.

	·	Third-party actions relating to misrepresentation or breach of representations and warranties.

	·	Actions taken or omitted by the Seller Representative or by Purchaser/NYIAX in reliance on the Seller Representative.

	·	Claims related to the disposition of any Consideration Shares delivered to the transfer agent.

Our indemnification obligations relate to DSL, BEOP and the Seller Representatives, which are only joint and several with Greenberg related to DSL.

Purchaser and NYIAX has agreed to indemnify us, Greenberg, our respective affiliates, stockholders, officers, directors, employees, agents, representatives and permitted assigns (the “Seller Party indemnified parties”), at Purchaser’s and NYIAX’s cost and expense, and will hold the Seller Party indemnified parties harmless from and against any losses resulting from or arising out of:

	·	Breach or inaccuracy of any representation, warranty, or covenant made by Purchaser or NYIAX.

	·	Claims relating to current or former employees or consultants of Purchaser or NYIAX arising from events after closing.

	·	Third-party actions relating to misrepresentation or breach of representations and warranties by Purchaser or NYIAX.

The fundamental representations and warranties of Seller Parties, and covenants and agreements under the equity purchase agreement will survive until sixty (60) days after the applicable statute of limitations, the general representations and warranties of Seller Parties will survive for a period of twenty-four (24) months following the closing date.

Notwithstanding anything to the contrary in the equity purchase agreement, no Seller Party will have any liability until the aggregate losses of such indemnified person exceed $100,000, after which the indemnified parties will be entitled to all such losses from the first dollar. Purchaser and NYIAX have a similar $100,000 limitation for their indemnification obligations.

Seller Parties’ liability for claims under the equity purchase agreement are capped at 10% of the Consideration Shares, except in cases of fraud, willful misconduct, intentional misrepresentation, or breaches of Fundamental Representations. Purchaser and Parent’s aggregate liability is capped at $100,000 or 10% of the value of the Consideration Shares.

The Holdback Shares are the sole and exclusive remedy for claims against Seller Parties, except in cases of fraud, willful misconduct, intentional misrepresentation, or breaches of Fundamental Representations, which shall be satisfied by cancellation of Consideration Shares.

Conditions to Closing

Purchaser’s and NYIAX’s obligation to complete the Subsidiary Sale is subject to the satisfaction, or waiver, of certain conditions, including:

All representations and warranties made by the Seller Parties in the agreement and any related documents must be true and correct as of the closing date;

Each Seller Party must have performed and complied with all agreements, covenants, and conditions required by the agreement and ancillary documents to be performed or complied with prior to or on the closing date;

There must be no legal actions, injunctions, or restraining orders in effect that would prevent the closing or impact any Acquired Company;

Each Seller Party and Acquired Company must be in compliance with all applicable laws, and each Acquired Company must have obtained all necessary permits to conduct its business as of the closing date;

All required approvals, consents, and waivers must have been received, and executed counterparts delivered to Purchaser and NYIAX prior to closing, including the stockholder approval requested hereby;

Since the date of the equity purchase agreement, there must not have been any event, fact, or development that has had or could reasonably be expected to result in a material adverse effect.

Purchaser and NYIAX must have received all required closing deliverables from the Seller;

All exhibits and annexes to the agreement must be agreed upon by Purchaser, NYIAX and the Seller Parties;

Purchaser and NYIAX must be satisfied, in their sole discretion, with the Seller Parties’ disclosure schedules supplements or amendments made in accordance with the equity purchase agreement;

Purchaser and NYIAX must have completed their due diligence review of the Acquired Companies, with results satisfactory to them in their sole discretion; and

The type and terms of the Consideration Shares shall be approved by the Seller Parties and NYIAX.

For purposes of determining whether a material adverse effect has occurred under the equity purchase agreement, a material adverse effect includes any event, occurrence, fact, condition, or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise), or assets of the relevant party’s business (either the Parent or the Acquired Companies, as applicable), or (ii) the ability of the relevant party to consummate the transactions contemplated by the agreement on a timely basis. However, the definition specifically excludes effects arising from general economic or political conditions, industry-wide conditions, changes in financial or securities markets, acts of war or terrorism, actions required or permitted by the agreement, changes in applicable laws or accounting rules, and the public announcement or completion of the transaction—except to the extent such events have a disproportionate effect on the relevant business compared to others in the same industry. For the Seller Parties, the definition also excludes natural disasters, failures to meet projections, and matters known to the Purchaser as of the date of the equity purchase agreement.

Our obligation to complete the Subsidiary Sale is subject to the satisfaction, or waiver, of certain conditions, including:

All representations and warranties made by NYIAX and Purchaser in the equity purchase agreement and any related documents must be true and correct as of the closing date (or as of any specified date for those that address matters as of a particular date);

NYIAX and Purchaser must have duly performed and complied in all material respects with all agreements, covenants, and conditions required by the agreement to be performed or complied with prior to or on the closing date;

Since the date of the equity purchase agreement, there must not have been any material adverse effect with respect to NYIAX or Purchaser, nor any event or events that, individually or in the aggregate, could reasonably be expected to result in such a material adverse effect;

Each Seller Party must be satisfied, in its sole discretion, with the NYIAX/Purchaser disclosure schedules, including any supplements or amendments made in accordance with the equity purchase agreement; and

The type and terms of the Consideration Shares shall be approved by the Seller Parties and NYIAX.

Additionally, within forty-eight (48) hours after the closing, the stockholders of NYIAX (excluding the Seller Parties for the purposes of such vote or consent) shall appoint four (4) directors to the board of directors of NYIAX and the Company shall appoint three (3) directors to the board of directors of NYIAX. Within 15 days after the closing date, the board of directors of NYIAX shall designate an acting chairperson of the board of directors of NYIAX. The acting chairperson shall be selected from among the then-serving members of the board of directors of NYIAX within seven (7) days after closing.

Termination Rights

The equity purchase agreement may be terminated at any time before the completion of the Subsidiary Sale as set forth below:

	·	by the mutual written consent of the Seller Parties and Purchaser/NYIAX.

	·	Purchaser or NYIAX may terminate the equity purchase agreement by written notice to the Seller Parties if Purchaser and NYIAX are not in material breach of the equity purchase agreement , and there has been a breach, inaccuracy, or failure to perform any representation, warranty, covenant, or agreement by any Seller Party that would cause the failure of any closing condition, and such breach, inaccuracy, or failure is not cured within thirty (30) days after written notice.

	·	Seller Parties may terminate the equity purchase agreement by written notice to Purchaser and NYIAX if Seller Parties are not in material breach of the equity purchase agreement, and there has been a material breach, inaccuracy, or failure to perform any material representation, warranty, covenant, or agreement by Purchaser or NYIAX that would cause the failure of any closing condition, and, such breach, inaccuracy, or failure is not cured within thirty (30) days after written notice.

	·	Either Seller Parties or Purchaser/NYIAX may terminate the equity purchase agreement if, any law makes consummation of the transactions illegal or otherwise prohibited, any governmental entity issues an order restraining or enjoining the transactions, the closing does not occur on or before July 31, 2025 (the “Outside Date”), unless the party seeking termination is responsible for the delay, or this stockholder approval is not obtained.

	·	Either Seller Parties or Purchaser/NYIAX may terminate if a material adverse effect has occurred or is reasonably expected to occur.

Upon termination, the equity purchase agreement becomes void and there is no further liability for any party, except certain miscellaneous provisions as provided in the equity purchase agreement shall survive termination. In addition, termination does not relieve any party from liability for willful breach of any provision.

Interests of Certain Persons in the Subsidiary Sale

Stockholdings

The following table sets forth information regarding beneficial ownership of our common stock, as of June 22, 2025, by:

	·	each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our common stock;

	·	each of our named executive officers;

	·	each of our directors; and,

	·	all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with SEC rules. The information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, the number of shares of common stock deemed outstanding includes shares issuable upon exercise of stock options or warrants held by the respective person or group that may be exercised or converted within 60 days after June 22, 2025. For purposes of calculating each person’s or group’s percentage ownership, stock options and warrants exercisable within 60 days after June 22, 2025, are included for that person or group but not for any other person or group.

Applicable percentage ownership is based on 199,670,192 shares of common stock outstanding on June 22, 2025.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over the shares listed. Unless otherwise noted below, the address of each person listed on the table is c/o Collective Audience, Inc., 85 Broad Street 16-079, New York, NY 10004.

Name and Address of Beneficial Owner	Number of shares of Common Stock	% of Common Stock	% of Total Voting Power
*Directors & executive officers⁽¹⁾*
Peter Bordes	—	*	*
Gerald Garcia	—	*	*
Christopher Hardt	10,000	*	*
Andrew Kraft	—	*	*
Elisabeth DeMarse	—	*	*
Denis Duncan	100,000	*	*
All directors and executive officers as a group (6 individuals)	110,000	*	*
5% beneficial owners
Abri Ventures I, LLC⁽²⁾	180,559,610	90.42%	90.42%

*	Indicates beneficial ownership of less than 1%.
(1)	The business address of each of these stockholders is c/o Collective Audience, Inc., 85 Broad Street 16-079, New York, NY 10004.
(2)	Based on a Schedule 13D/A filed with the SEC on March 20, 2025.

Related Party Promissory Notes

Certain related parties have lent money to the Company pursuant to promissory notes. The terms of these promissory notes are set forth below.

Abri Ventures Promissory Notes

Prior to the consummation of the Company’s business combination with Abri SPAC I, Inc., Abri Ventures, I, LLC, the sponsor of Abri SPAC I, Inc., extended loans to the Company with a remaining principal balance of an aggregate amount of $2,629,112 with 0.0% interest rate, pursuant to certain loan agreements dated between February 11, 2022 and September 25, 2023.

Bordes Promissory Note

On March 31, 2024, the Company entered into a simple promissory note with the Company’s Chief Executive Officer, Peter Bordes, pursuant to which Mr. Bordes lent $300,000 to the Company. The promissory note had a one-year maturity with an interest rate of 7.5% per annum. The promissory note is currently fully matured, unpaid, due and payable and remains outstanding.

Indemnification of Officers and Directors

We have entered into indemnification agreements with each of our current directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Regulatory Matters

We are unaware of any material federal, state or foreign regulatory requirements or approvals required for the execution of the equity purchase agreement or completion of the Subsidiary Sale.

Material U.S. Federal Income Tax Consequences of the Subsidiary Sale

The following discussion is a summary of the material anticipated U.S. federal income tax consequences of the Subsidiary Sale. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), currently applicable and proposed Treasury regulations under the Code (the “Treasury Regulations”), judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), all as currently in effect as of the date of this proxy statement, and all of which are subject to change or to differing interpretation, possibly with retroactive effect. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below. Tax considerations under state, local, and non-U.S. laws, or federal laws other than those pertaining to income tax, are not addressed in this proxy statement.

The proposed Subsidiary Sale is entirely a corporate action. Our U.S. stockholders will not realize any gain or loss for U.S. federal income tax purposes as a result of the Subsidiary Sale.

The proposed Subsidiary Sale will be treated as a sale of subsidiary equity interests in exchange for equity of NYIAX. We anticipate that our tax attributes, including our U.S. federal net operating loss carryforwards (“NOLs”), will be available to offset all or a portion of our U.S. federal income tax liability resulting from any gain realized by us as a result of the proposed Subsidiary Sale.

However, our ability to use our tax attributes to offset such gain may be subject to certain limitations. For example, our deduction for NOLs arising in taxable years beginning after December 31, 2017 is limited to 80% of current year taxable income, although our ability to use NOLs arising in prior taxable years is not so limited. In addition, in general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to annual limitations on its ability to use it pre-change NOLs or other tax attributes to offset future taxable income or reduce taxes. Our past issuances of stock and other changes in our stock ownership may have resulted in an ownership change within the meaning of Section 382 of the Code; accordingly, our pre-change NOLs may be subject to limitation under Section 382.

The determination of whether we will realize gain or loss on the proposed Subsidiary Sale and whether and to what extent our tax attributes will be available to offset the gain, if any, is highly complex and is based in part upon facts that will not be known until the completion of the Subsidiary Sale. Therefore, it is possible that we will incur U.S. federal income tax as a result of the proposed Subsidiary Sale.

MATTERS FOR APPROVAL AT THE SPECIAL MEETING

PROPOSAL NO. 1:

Approval of the Subsidiary Sale

THE COLLECTIVE AUDIENCE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT COLLECTIVE AUDIENCE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY THE EQUITY PURCHASE AGREEMENT.

Overview

Proposal No. 1 concerns the approval of the Subsidiary Sale by Collective Audience to NYIAX of all of the issued and outstanding capital stock of The Odyssey S.A.S. (dba “BeOp”, a French société par actions simplifiée, “BEOP”) and all of Collective Audience’s 51% equity interest in DSL Digital LLC, a Utah limited liability company (“DSL”, and together with BEOP, the “Acquired Companies”), pursuant to the terms of the related equity purchase agreement, in exchange for the issuance by NYIAX of the Consideration Shares to Collective Audience, as described in the equity purchase agreement and subject to the terms of the equity purchase agreement.

The Collective Audience board of directors has determined that the Subsidiary Sale is advisable and in the best interests of Collective Audience and has approved the Subsidiary Sale. A copy of the equity purchase agreement is attached as Annex A to this proxy statement and incorporated herein by reference. Stockholders are urged to carefully read the equity purchase agreement in its entirety.

Consequences if the Subsidiary Sale Proposal is Not Approved

If the stockholders do not approve the Subsidiary Sale Proposal, the Subsidiary Sale will not be completed. If the Subsidiary Sale is not completed, we will generally be required to pay our expenses relating to the Subsidiary Sale, such as legal and accounting fees, including the diversion of management attention and the need to preserve limited cash whether or not the Subsidiary Sale is completed.

Required Vote

The approval of the Subsidiary Sale Proposal requires the affirmative vote of a majority of the issued and outstanding shares of our common stock entitled to vote at the Special Meeting. Stockholders may vote “FOR,” “AGAINST” or “ABSTAIN.” Failures to vote, abstentions and broker non-votes will all be counted in the same manner as votes “AGAINST” the Subsidiary Sale Proposal.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 1.

PROPOSAL NO. 2:

Approval of the Adjournment Proposal

THE COLLECTIVE AUDIENCE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT COLLECTIVE AUDIENCE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

Overview

The Adjournment Proposal, if adopted, will approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are insufficient votes at the time of the Special Meeting to approve the Subsidiary Sale Proposal. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for the approval of the Subsidiary Sale Proposal.

Required Vote

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “FOR” or “AGAINST” such matter. Failures to vote, abstentions and broker non-votes will not be counted as votes cast for this proposal and accordingly, will have no effect on the outcome of the Adjournment Proposal.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2.

WHERE YOU CAN FIND MORE INFORMATION

Collective Audience, Inc. files annual, quarterly and current reports, and other information with the Securities and Exchange Commission (the “SEC”) under the Exchange Act. The SEC also maintains an Internet website that contains reports and other information about issuers, like us, who file electronically with the SEC. The address of that website is www.sec.gov. Unless specifically stated otherwise in this proxy statement, the information contained on the SEC website is not intended to be incorporated by reference into this proxy statement and you should not consider that information a part of this proxy statement.

The audited historical financial statements of Collective Audience for the two years ended December 31, 2023 and December 31, 2022 are contained in Collective Audience’s Annual Report on Form 10-K filed with the SEC on July 10, 2024, and the unaudited historical financial statements of Collective Audience for the three and nine months ended September 30, 2024 and September 30, 2023 are contained in Collective Audience’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on May 9, 2025. You may obtain such financial information through the SEC’s website at www.sec.gov.

You also may obtain a free copy of our most recent annual report on Form 10-K, quarterly report on Form 10-Q and current reports on Form 8-K on our Internet website at www.collectiveaudience.co. Other than the documents filed with the SEC, the information contained on our website does not constitute a part of this proxy statement.

If you have any questions about this proxy statement, the Special Meeting or the Subsidiary Sale or need assistance with the voting procedures, you should contact our Corporate Secretary at connect@collectiveaudience.co.

Annex A

EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT (“Agreement”) is made as of June 6, 2025 (“Execution Date”), by and among NYIAX Marketing and Advertising Solutions, Inc, a Delaware corporation (“Purchaser”), NYIAX, Inc., a Delaware corporation and parent company of the Purchaser (“Parent”), Collective Audience, Inc., a Delaware corporation (“CAUD”), Gregg Greenberg (“Greenberg”, and collectively with CAUD, the “Seller Parties” and each individually, a “Seller Party”) and Peter Bordes, in his capacity as representative of the Seller Parties (the “Seller Representative”). Each of the Purchaser, the Parent, CAUD and Greenberg are sometimes referred to herein collectively as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, The Odyssey S.A.S. (formerly known as “BeOpinon” and “BeOp”), a French corporation in the form of a société par actions simplifiée, registered with the companies and trade registry of Paris under number 812 491 314, (“BEOP”), is a wholly-owned subsidiary of CAUD, and DSL Digital LLC, a Utah limited liability company (“DSL” and collectively with BEOP, the “Acquired Companies” and each individually, an “Acquired Company”), is a majority-owned subsidiary of CAUD in which CAUD owns 51% of the membership interests of DSL (the “CAUD DSL Interest”);

WHEREAS, the Acquired Companies are in the business of providing digital media and advertising and digital and cloud-based technology and agency services (the “Business”);

WHEREAS, Greenberg owns the remaining 49% of the equity interests in DSL (the “Greenberg DSL Interest” and, together with the CAUD DSL Interest collectively, the “DSL Purchased Interests”) and manages DSL’s Business operations;

WHEREAS, Parent owns 100% of the common stock of Purchaser;

WHEREAS, CAUD previously acquired 100% of the issued and outstanding capital stock of BEOP in the context of a bankruptcy procedure before the Commercial Court of Paris, decided by the Commercial Court of Paris on March 21, 2024, and pursuant to a restructured debt plan (the “BEOP Restructuring Plan”) adopted by the Commercial Court of Paris on July 19, 2024 providing for the transfer such stock to CAUD such that CAUD owns 100% of the capital stock of BEOP;

WHEREAS, CAUD desires to sell to Purchaser, and Purchaser desires to purchase from CAUD, 100% of the issued and outstanding capital stock of BEOP (the “BEOP Purchased Stock”) and the CAUD DSL Interest in exchange for Purchaser causing Parent to issue shares of its common stock, $0.0001 par value per share (the “Parent Common Stock”) to CAUD, upon the terms and conditions set forth in this Agreement;

WHEREAS, Greenberg desires to sell to Purchaser, and Purchaser desires to purchase from Greenberg, the Greenberg DSL Interest in exchange for Purchaser causing Parent to issue shares of Parent Common Stock in Parent to Greenberg, upon the terms and conditions set forth in this Agreement;

WHEREAS, pursuant to Section 10.3, the Seller Parties desire to appoint Peter Bordes as their true and lawful agent and attorney-in-fact for certain matters as the Seller Representative; and

WHEREAS, the Parties desire to enter into this Agreement for the purpose of setting forth their mutual understandings and agreements with respect to the foregoing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

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ARTICLE I
DEFINITIONS

1. Except as otherwise set forth in this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Schedule 1 attached hereto.

ARTICLE II
PURCHASE AND SALE

2. Purchase and Sale

2.1. Sale of BEOP Purchased Stock and DSL Purchased Interests. Subject to the terms and conditions set forth in this Agreement, (i) CAUD agrees to sell, assign, transfer and deliver to the Purchaser on the Closing Date, and the Purchaser agrees to purchase from CAUD on the Closing Date, the BEOP Purchased Stock and the CAUD DSL Interest, free and clear of any Liens, and (ii) Greenberg agrees to sell, assign, transfer and deliver to the Purchaser on the Closing Date, and the Purchaser agrees to purchase from Greenberg on the Closing Date, the Greenberg DSL Interest, free and clear of any Liens other than restrictions on transfer arising under applicable federal and state securities laws in each instance.

2.2. Purchase Price. The total consideration for the purchase of the BEOP Purchased Stock and the DSL Purchased Interests shall be payable by the issuance of the Consideration Shares (the “Purchase Price”) to the Seller Parties. The Purchase Price shall be paid as follows:

2.2.1 At the Closing, the Parent shall cause the Transfer Agent to record the issuance of the Consideration Shares to each Seller Party or its permitted assigns, as applicable (in the amounts specified in this Section 2.2.1) in book-entry form on the books and records of the Transfer Agent. No physical certificate shall be delivered to either Seller Party unless otherwise requested by such Seller Party in writing. The Parent shall cause the Transfer Agent to reflect CAUD, or its permitted assigns, and Greenberg as the record owners of the Consideration Shares, in the amounts specified on Annex A attached hereto, on its books promptly following the Closing such that: (i) CAUD, in exchange for selling its ownership of all of the BEOP Purchased Stock and the CAUD DSL Interest to Purchaser, shall receive the number of shares from the Consideration Shares listed on Annex A attached hereto, which shall represent as of the Closing Date 71.63% of the Consideration Shares and 35.1% of the Parent Common Stock on a Fully-Diluted Basis after giving effect to the issuance of the Consideration Shares, (ii) Greenberg, in exchange for selling the Greenberg DSL Interest to Purchaser, shall receive the number of shares listed on Annex A attached hereto from the Consideration Shares, which shall represent as of the Closing Date 18.37% of the Consideration Shares and 9% of the Parent Common Stock on a Fully-Diluted Basis after giving effect to the issuance of the Consideration Shares and (iii) the remaining 4.9% of the Consideration Shares, representing in the aggregate 10% of the Consideration Shares and the number of shares listed on Annex A attached hereto of the Parent Common Stock on a Fully-Diluted Basis after giving effect to the issuance of the Consideration Shares as of the Closing Date (the “Holdback Shares”) shall be held in escrow by the Transfer Agent pursuant to the a holdback agreement, to be executed in the form mutually agreed upon by Purchaser, Parent and the Seller Parties (the “Holdback Agreement”). The Holdback Shares, to the extent not transferred to Parent pursuant to Section 8.7, and the Holdback Agreement, shall be released to CAUD and Greenberg, in each case subject to the terms of the Holdback Agreement.

2.2.2 At the Closing, each of the Seller Parties, or their permitted assigns, shall enter into a Lock-up Agreement, substantially in the forms of Exhibit A-1 and Exhibit A-2 attached hereto (the “Lock-up Agreements”).

2.3. Procedure for Issuance of Consideration Shares.

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2.3.1 All of the Consideration Shares to be issued under this Agreement shall be issued with the following legend (the “Legend”), to the extent such shares are certificated:

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT DATED AS OF [______], 2025, AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE TERMS THEREOF.

2.3.2 Prior to the Closing Date, Parent shall issue irrevocable instructions (the “Irrevocable Transfer Agent Instructions”) to the Transfer Agent, or any subsequent transfer agent, requiring the Legend to be affixed to any certificates representing any Consideration Shares, if any, to be issued to Seller Parties, or their permitted assigns, under this Agreement. At such time, if any, as Parent may remove the Legend under applicable securities Laws and the Consideration Shares are no longer subject to the Lock-up Agreements, Parent, at the request and cost of the applicable Seller Party or their assigns, shall cause the Legend to be removed from any stock certificates representing Consideration Shares issued under this Agreement.

2.4. Closing. The consummation of the transactions contemplated in this Agreement (“Closing”) shall take place through the electronic exchange of documents (as permitted by applicable Laws), after all of the conditions to Closing set forth in ARTICLE VII are either satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time, date or place as Purchaser and Parent, on the one hand, and each of the Seller Parties, on the other may mutually agree upon in writing. The Closing shall be effected by the exchange of final, executed documents and instruments by mail, courier, electronic or facsimile transmission, and the issuance of the Consideration Shares in accordance with the terms of this Agreement.

2.5. Release. The Parent’s issuance and delivery of the Consideration Shares to the Transfer Agent shall be in full and complete satisfaction of Purchaser’s and Parent’s obligations in respect of the payment of the Purchase Price, and neither Purchaser nor Parent have any further obligation or liability to any Seller Party or any other Person with respect to the payment of the Purchase Price. For the avoidance of doubt, this Section 2.5 shall not have any effect on the obligations of Purchaser or Parent under the Greenberg Consulting Agreement or the Greenberg Earnout Agreement.

2.6. Securities Law Acknowledgements. Each of the Seller Parties (i) acknowledges and agrees that: (a) none of the Consideration Shares have been or will be registered under the 1933 Act, or the securities Laws of any state of the United States and (ii) it or he will not offer or sell any Consideration Securities except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act or any applicable state securities Laws and in compliance with the Lock-up Agreements; (b) any certificate or other document evidencing any of the Consideration Shares may, if required by applicable securities Laws, contain a legend restricting the transfer or resale of such Consideration Shares; and (c) it or he is eligible to acquire the Consideration Shares under applicable United States securities Laws by virtue of one or more exemptions contained therein.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES

3. Representations and Warranties of the Seller Parties. For all purposes under this ARTICLE III, all representations and warranties shall be made (i) jointly and severally by CAUD and Greenberg as to representations and warranties regarding DSL and (ii) severally (and for the avoidance for doubt, not jointly with the other Seller Party) (x) by CAUD as to CAUD and/or BEOP and (y) by Greenberg as to Greenberg. All representations and warranties made by CAUD as to BEOP shall relate only to the period of ownership by CAUD, commencing July 1, 2024. As of the Closing Date, subject to the terms of this ARTICLE III, including the Seller Disclosure Schedules, each of the Seller Parties hereby represents and warrants to the Purchaser and the Parent that the representations and warranties contained in this ARTICLE III will be true, correct and complete:

3.1. Authorization. CAUD has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party, to perform its obligations hereunder and thereunder and, subject to the affirmative vote of the holders of CAUD common stock (the “CAUD Stockholders”) of at least a majority of the outstanding shares of common stock of CAUD entitled to vote to approve the Agreement (the “CAUD Stockholder Approval”), to consummate the transactions contemplated by this Agreement and the Ancillary Documents to which CAUD is a party. Greenberg is a United States citizen and resides in the state of Connecticut. CAUD has full legal right to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. Greenberg has full legal right and capacity to enter into this Agreement and the Ancillary Documents to which he is a party and to perform his obligations hereunder and thereunder.

3.2. Binding Agreement. This Agreement and the Ancillary Documents to which CAUD is a party have been duly adopted, and the consummation of the Agreement and the Ancillary Documents to which CAUD is a party and the transactions contemplated hereby and thereby have been duly authorized, at a meeting duly called and held, by CAUD’s Board of Directors. CAUD’s Board of Directors at such meeting has (a) determined that the terms of this Agreement and the Ancillary Documents to which CAUD is a party are advisable, fair to and in the best interests of CAUD and the CAUD Stockholders, (b) adopted this Agreement and the Ancillary Documents to which CAUD is a party, approved and authorized the transactions contemplated hereby and thereby and resolved to recommend approval by the CAUD Stockholders of this Agreement and the Ancillary Documents to which CAUD is a party and the transactions contemplated hereby and thereby (such recommendation, the “CAUD Board Recommendation”) and (c) directed this Agreement and the Ancillary Documents to which CAUD is a party be submitted to the CAUD Stockholders for approval. Except for the CAUD Stockholder Approval, no other corporate proceedings, approval or notice on the part of CAUD is necessary to authorize or execute this Agreement or any of the Ancillary Documents to which CAUD is a party or to consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Documents to which each of the Seller Parties is a party have been duly executed and delivered by, and (assuming due authorization, execution and delivery by Purchaser) constitutes a legal, valid and binding obligations of each of the Seller Parties, and is enforceable against each of the Seller Parties in accordance with their respective terms, except to the extent that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

3.3. No Conflict, Breach, Violation, Etc.

3.3.1 The execution, delivery, and performance by CAUD of this Agreement and the Ancillary Documents to which CAUD is a party and the consummation of the transactions contemplated hereby and thereby, do not and will not violate, conflict with, or result in a breach of (a) any provision of the certificate of incorporation or bylaws (or other organizational documents) of CAUD or any of its assets or (b) any Laws or Order applicable to CAUD or any of its assets.

3.3.2 The execution, delivery, and performance by Greenberg of this Agreement and the Ancillary Documents to which he is a party and the consummation of the transactions contemplated hereby and thereby, do not and will not violate, conflict with, or result in a breach of any Laws or Order applicable to him or any of his assets.

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3.4. No Restrictions. The execution, delivery, and performance of this Agreement by each of the Seller Parties and the consummation of this Agreement and the Ancillary Documents do not, and will not (i) violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding, board resolutions or other regulatory agreement or commitment with or from a Governmental Entity to which such Person is a party or subject, or by which any of its or his assets is bound or affected, (ii) require the consent, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or permit to which such Person is a party or by which such Person or any of its or his assets is bound or to which any of its or his assets are subject; or (iii) result in the creation or imposition of any Liens on any of its or his assets.

3.5. Required Approvals.

3.5.1 Except as set forth on Section 3.5.1 of the Seller Disclosure Schedules, no notice to, filing with, authorization of, exemption by, or consent or approval of any Governmental Entity or any stock market, stock exchange or over-the-counter market on which CAUD’s common stock is listed or quoted for trading is required for the consummation of the transactions contemplated by this Agreement by CAUD other than in connection or compliance with such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable federal securities, state securities or “blue sky” Laws. Except as set forth on Section 3.5.1 of the Seller Disclosure Schedules, no consent, approval, Permit, Order, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to any Seller Party in connection with the execution and delivery of this Agreement or any of the Ancillary Documents to which he or it is or will be a party and the consummation of the transactions contemplated hereby and thereby.

3.5.2 Pursuant to the BEOP Restructuring Plan, CAUD has paid in full its commitment to provide a current account advance of three hundred and fifty thousand euros (€350,000) to BEOP and no modifications are necessary or have been made or are contemplated to be made to the BEOP Restructuring Plan. CAUD declares that the sale of BEOP Purchased Stock does not require the Purchaser or Parent to apply for any prior authorization issued by the French Ministry of Finance pursuant to Articles L.151-3 et seq. of the French Monetary and Financial Code.

3.6. Capital Stock

3.6.1 Capitalization. The authorized capital stock of CAUD consists of (a) 200,000,000 shares of common stock, $0.0001 par value (“CAUD C/S”), of which 199,670,192 shares were issued and outstanding on the date of this Agreement and (b) 100,000,000 shares of preferred stock, none of which are issued and outstanding. There is no security or class of securities outstanding that represents or is convertible into CAUD C/S. There are no shares of capital stock or other voting securities of CAUD issued, reserved for issuance or outstanding.  All of the issued and outstanding CAUD C/S has been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No shares of capital stock or other voting securities of CAUD will be issued or become outstanding between the Execution Date and Closing Date.

3.6.2 Voting Rights. Other than the issued and outstanding shares of CAUD C/S, CAUD does not have any outstanding security or issue of securities the holder or holders of which have the right to vote on the approval of this Agreement or Ancillary Document, or that entitle the holder or holders to consent to, or withhold consent on, this Agreement. CAUD is not a party to any stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan.

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3.7. SEC Reports. Except as set forth on Section 3.7 of the Seller Disclosure Schedules:

3.7.1 CAUD has filed on a timely basis all forms, reports, exhibits, statements and documents required to be filed by it with the SEC since November 3, 2023. CAUD provided to Purchaser and Parent copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment) or otherwise made available all of the following: (i) CAUD’s Annual Reports on Form 10-K for each fiscal year of CAUD beginning on or after November 3, 2023, (ii) CAUD’s Quarterly Reports on Form 10-Q for each of the fiscal quarters in the fiscal years beginning on or after November 3, 2023, (iii) all proxy and information statements relating to CAUD’s meetings of Stockholders (whether annual or special) held, and all information statements relating to Stockholder consents, since the beginning of November 3, 2023, (iv) CAUD’s Current Reports on Form 8-K filed since November 3, 2023, (v) all other forms, reports, registration statements and other documents filed by CAUD with the SEC since the beginning of 2022), (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above are, collectively, the “CAUD SEC Reports”), and (vi) all certifications and statements required by Rules 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (“SOX”), and the rules and regulations of the SEC promulgated thereunder, with respect to any report referred to in clause (i) or (ii) (collectively, the “Certifications”). To Seller’s knowledge, except as disclosed in CAUD SEC Reports, each director and officer (as defined in Rule 16a-1(f) under the 1934 Act) of CAUD has filed with the SEC on a timely basis all statements required by Section 16(a) of the 1934 Act and the rules and regulations thereunder since the beginning of the fiscal year referred to in clause (i) of the immediately preceding sentence. CAUD is not, or since November 3, 2023 has not been, required to file any form, report, registration statement or other document with the SEC. As used in this Section 3.7.1, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, transmitted or otherwise made available to the SEC.

3.7.2 Each of the CAUD SEC Reports (i) as of the date of the filing of such report, complied in all material respects as to form with the published requirements of the 1933 Act and the 1934 Act, as the case may be, and, to the extent then applicable, SOX, including in each case, the published rules and regulations thereunder, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

3.7.3 The Certifications complied with Rules 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of SOX, and the rules and regulations promulgated thereunder and the statements contained in the Certifications were true and correct as of the date of the filing thereof.

3.7.4 CAUD has implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act), and such controls and procedures are designed to ensure that (i) all material information required to be disclosed by CAUD in the reports that it files under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to CAUD’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the CAUD SEC Reports.

3.7.5 CAUD is, and since November 3, 2023 has been, in compliance with the applicable provisions of SOX. CAUD delivered to Parent and Purchaser true, correct and complete copies of all correspondence between CAUD and the SEC since January 1, 2022.

3.7.6 Since November 3, 2023, neither CAUD, nor, to the Seller Parties’ knowledge, any representative of CAUD has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of CAUD or its internal control over financial reporting, including any complaint, allegation, assertion or claim that CAUD has engaged in improper accounting or auditing practices.

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3.7.7 CAUD has implemented and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. CAUD has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to CAUD’s auditors and audit committee of CAUD’s Board of Directors or managers (x) all “significant deficiencies” and “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of internal controls which are reasonably likely to adversely affect in any material respect CAUD’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in CAUD’s internal controls. CAUD has provided to Purchaser and Parent prior to the date of this Agreement a summary of any such disclosure made by management to CAUD’s auditors and audit committee of CAUD since November 3, 2023.

3.8. [Intentionally deleted.]

3.9. Securities Laws. Each of the Seller Parties understands and agrees that the Consideration Shares to be issued under this Agreement will not be registered pursuant to the 1933 Act or any applicable “blue sky” Laws and will be characterized as “restricted securities” under United States securities Laws and that under such Laws and applicable regulations, may not be sold or otherwise disposed of without registration under the 1933 Act, applicable “blue sky” Laws or applicable exemptions therefrom. In this regard, each of the Seller Parties is familiar with Rule 144 promulgated under the 1933 Act, as currently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. Each of the Seller Parties represents to the Purchaser and the Parent that he or it is an “accredited investor”, as such term is defined in the 1933 Act and applicable regulations promulgated thereunder. Each of the Seller Parties is able to bear the economic risk of acquiring the Consideration Shares pursuant to this Agreement, including a complete loss of his or its investment in such Consideration Shares.

3.10. Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by any Seller Party to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Ancillary Documents. No Seller Party has any obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.10 that may be due in connection with the transactions contemplated by the Ancillary Documents.

3.11. Organization and Good Standing of the Acquired Companies. DSL is duly organized and in valid existence as a limited liability company under the Laws of the State of Utah. BEOP is duly organized and in valid existence as a corporation under the Laws of Republic of France. Each of the Acquired Companies has full corporate or limited liability company power and authority to carry on its business as it is now being conducted and to own, operate or lease the properties and assets now owned, operated or leased by it. Each of the Acquired Companies is qualified to do business, if applicable, as a foreign entity and is in good standing under the Laws the jurisdiction of its formation and of each foreign jurisdiction where it is required to be so qualified, except where the failure to be so licensed, qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect, and neither of the Acquired Companies is in default in the performance, observation or fulfillment of its obligations under such documents. Section 3.11 of the Seller Disclosure Schedules sets forth a complete and accurate list of each jurisdiction in which each Acquired Company is qualified or licensed to conduct business as a foreign entity.

3.12. Authorization. Each of the Acquired Companies has the requisite corporate or limited liability company power and authority to execute and deliver the Ancillary Documents to which it is a party, to perform its respective obligations thereunder and to consummate the transactions contemplated by the Ancillary Documents to which it is a party. The Ancillary Documents to which any Acquired Company is a party have been duly adopted, and the consummation of the Ancillary Documents to which it is a party and the transactions contemplated thereby have been duly authorized. Except as set forth in Section 3.12 of the Seller Disclosure Schedules, no other corporate or limited liability company proceedings, approval or notice on the part of either Acquired Company is necessary to authorize or execute any of the Ancillary Documents to which it is a party or to consummate the transactions contemplated thereby. The Ancillary Documents to which either Acquired Company is a party have been duly executed and delivered by, and (assuming due authorization, execution and delivery by Purchaser) constitutes a legal, valid and binding obligations of each Acquired Company, and is enforceable against each Acquired Company in accordance with their respective terms, except to the extent that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

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3.13. No Conflict, Breach, Violation, Etc. The execution, delivery, and performance by each Acquired Company of the Ancillary Documents to which it is a party and the consummation of the transactions contemplated thereby, do not and will not violate, conflict with, or result in a breach of (a) any provision of the articles of incorporation or bylaws (or other organizational documents) of either Acquired Company or (b) any Law or Order applicable to either Acquired Company or the Business.

3.14. No Restrictions. The execution, delivery, and performance of the Ancillary Documents by either Acquired Company, and the consummation of the Ancillary Documents, do not, and will not (i) violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding, board resolutions or other regulatory agreement or commitment with or from a Governmental Entity to which either Acquired Company is a party or subject, or by which either Acquired Company is bound or affected, (ii) require the consent, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which either Acquired Company is a party or by which either Acquired Company or the Business is bound or to which any of their assets is subject; or (iii) result in the creation or imposition of any Liens (other than Permitted Liens or restrictions on transfer arising under applicable federal or state securities laws) on either Acquired Company or the Business is bound or to which any of their assets is subject.

3.15. Required Approvals. No notice to, filing with, authorization of, exemption by, or consent or approval of any Governmental Entity or any stock market, stock exchange or over-the-counter market is required for the consummation of the transactions contemplated by this Agreement by either Acquired Company other than in connection or compliance with such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable federal securities, state securities or “blue sky” Laws. Except as set forth in Section 3.15 of the Seller Disclosure Schedules, no consent, approval, Permit, Order, declaration or filing with, or notice to, any Governmental Entity or any other Person (including, without limitation, any Party to any Contract, any customer, supplier, landlord, licensor, union, United States governmental agency or authority or any governmental or regulatory agency of any state or local government) is required with respect to DSL or BEOP in connection with the execution and delivery of this Agreement or any of the Ancillary Documents to which it is or will be a party or the consummation of the transactions contemplated hereby and thereby.

3.16. Equity.

A. CAUD owns all of the capital stock of BEOP and all of the CAUD DSL Interest, and Greenberg owns all of the Greenberg DSL Interest, in each case free and clear of any Liens (other than Permitted Liens or restrictions on transfer arising under applicable federal or state securities laws). There are no shares of capital stock, membership interests, equity or other voting securities of any Acquired Company issued, reserved for issuance or outstanding and no shares of capital stock, equity or other voting securities of any Acquired Company will be issued or become outstanding after the Execution Date.  All of the issued and outstanding capital stock, membership interests or equity, as applicable, of the Acquired Companies has been duly authorized and validly issued and are fully paid, nonassessable and free of Liens (other than Permitted Liens or restrictions on transfer arising under applicable federal or state securities laws), with no personal liability attaching to the ownership thereof, and except as set forth in Section 3.16.A of the Seller Disclosure Schedules, is not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Except as set forth in Section 3.16.A of the Seller Disclosure Schedules, there is no legally binding and enforceable subscription, option, warrant, right to acquire, or any other similar agreement pertaining to the capital stock, membership interests or other equity interests of any Acquired Company and there are no agreements or understandings with respect to the sale or transfer of any of the BEOP Purchased Stock or DSL Purchased Interests other than this Agreement. There are no outstanding subscriptions, options, warrants, rights (including “phantom stock rights”), calls, commitments, understandings, conversion rights, rights of exchange, plans or other agreements of any kind providing for the purchase, issuance or sale of any equity or ownership or proprietary interest of either Acquired Company, or which grants any Person other than the Seller Parties, prior to the Closing, the right to share in the earnings of either Acquired Company. Neither of the Acquired Companies, directly or indirectly, own any equity interest in or have any voting rights with respect to any Person.

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B. (i) There are no options, stock appreciation rights, warrants or other rights, Contracts, arrangements or commitments of any character relating to the issued or unissued capital stock or equity of the Acquired Companies, or obligating either Acquired Company to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible or exercisable into equity interests in, such Acquired Company (collectively, “Options”); and (ii) since January 1, 2025, neither Acquired Company has issued any shares of its capital stock, membership interests, equity or Options in respect thereof.

C. None of the outstanding equity securities or other securities of the Acquired Companies was issued in violation of the 1933 Act or any other Laws. Neither of the Acquired Companies owns, or has any Contract or other obligation to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business. DSL is not and has never been a general partner of any general or limited partnership, or owns, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for, any of the foregoing in any other Person. BEOP is not and since July 1, 2024 has not been a general partner of any general or limited partnership, or owns, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for, any of the foregoing in any other Person.

3.17. Financial Statements.

3.17.1 CAUD. Complete copies of (a) the audited CAUD consolidated financial statements consisting of the consolidated balance sheets of CAUD as of September 30, 2024, and the related statements of income and shareholders’ equity and cash flow for the years then ended (the “CAUD Audited Financial Statements”), and (b) the unaudited consolidated financial statements consisting of the balance sheet of CAUD as of December 31, 2024 and the related statements of income and shareholders’ equity and cash flow for the twelve-month period then ended respectively (the “CAUD Unaudited Interim Financial Statements” and together with the CAUD Audited Financial Statements, the “CAUD Financial Statements”) are attached as Section 3.17.1 of the Seller Disclosure Schedules. The CAUD Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the period involved, subject in the case of the CAUD Interim Unaudited Financial Statements to normal and recurring year-end adjustments (the effect of which will not be material to CAUD or the Acquired Companies as a whole) and the absence of notes (that, if presented, would not differ materially from those presented in the CAUD Audited Financial Statements). The CAUD Financial Statements are based on the books and records of CAUD, and fairly present in all material respects the financial condition of CAUD as of the dates they were prepared and the results of the operations of CAUD for the periods indicated. Except as set forth in Section 3.17.1 of the Seller Disclosure Schedules, CAUD maintains a standard system of accounting for CAUD established and administered in accordance with GAAP or IFRS, as applicable.

3.17.2 BEOP. Complete copies of BEOP’s individual financial statements consisting of the balance sheets as of December 31 for each of the years 2023 and 2024 (to the extent available), and the related statements of income and shareholders’ equity and cash flow for the years then ended (the “BEOP Annual Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of BEOP as of March 31, 2025 and the related statements of income and stockholders’ equity and cash flow for the three-month period then ended (the “BEOP Interim Unaudited Financial Statements”) are attached as Section 3.17.2 of the Seller Disclosure Schedules. The BEOP Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the period involved, subject, in the case of the BEOP Interim Unaudited Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be material to BEOP or the Acquired Companies as a whole) and the absence of notes (that, if presented, would not differ materially from those presented in the BEOP Audited Annual Financial Statements). The BEOP Financial Statements are based on the books and records of BEOP, and fairly present in all material respects the financial condition of BEOP as of the dates they were prepared and the results of the operations of BEOP for the periods indicated. Except as set forth in Section 3.17.2 of the Seller Disclosure Schedules, BEOP maintains a standard system of accounting for BEOP established and administered in accordance with IFRS.

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3.17.3 DSL. Complete copies of DSL’s individual financial statements consisting of the balance sheets as of December 31 for each of the years 2023 and 2024, and the related statements of income and shareholders’ equity and cash flow for the years then ended (the “DSL Annual Unaudited Financial Statements”), and unaudited financial statements consisting of the balance sheet of DSL as of March 31, 2025 and the related statements of income and stockholders’ equity and cash flow for the three-month period then ended (the “DSL Interim Unaudited Financial Statements”) are attached as Section 3.17.3 of the Seller Disclosure Schedules. Except as set forth on The DSL Financial Statements are based on the books and records of DSL, and fairly present in all material respects the financial condition of DSL as of the dates they were prepared and the results of the operations of DSL for the periods indicated. Except as set forth in Section 3.17.3 of the Seller Disclosure Schedules, DSL maintains a standard system of accounting for DSL established and administered in accordance with GAAP.

3.18. Undisclosed Liabilities. Except as set forth on Section 3.18 of the Seller Disclosure Schedules, neither of the Acquired Companies has any Liabilities except (a) those which are adequately reflected or reserved against in the applicable Balance Sheet of BEOP and DSL, respectively, as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

3.19. Legal Proceedings. Except as set forth in Section 3.19 of the Seller Disclosure Schedules, there is no Action pending or, to the knowledge of the Seller Parties, threatened, against any Seller Party or Acquired Company that challenges or seeks to enjoin, alter, prevent or delay this Agreement or any Ancillary Document or any of the transactions contemplated hereby or thereby. No Seller Party or Acquired Company is or has ever been subject to any (i) Action, Order or any investigation by a Governmental Entity, (ii) violation, criticism or exception by any Governmental Entity or (iii) formal or informal inquiry or investigation by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of any Seller Party or Acquired Company. Without limiting the foregoing, there is no Action pending or, to the knowledge of the Seller Parties, threatened, (a) against any Seller Party or Acquired Company that has been commenced by or against any Seller Party or Acquired Company, or any of the assets owned or used by any Seller Party or Acquired Company or (b) against any director or officer of any Seller Party or Acquired Company pursuant to Section 8A or 20(b) of the 1933 Act or Section 21(d) or 21C of the 1934 Act. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any of the foregoing in this Section 3.19.

3.20. Title to Assets; No Encumbrances. Except as set forth on Section 3.20 of the Seller Disclosure Schedules:

3.20.1 Each Acquired Company, as applicable, is the absolute owner of, with good, valid and marketable title to or enforceable leasehold interest in or valid rights under Contract to use, all the properties and assets owned or used by such Acquired Company (real, personal, tangible and intangible), including, without limitation (a) all the properties and assets reflected in the Balance Sheet, (b) all the properties and assets purchased or otherwise Contracted for by the Acquired Companies since the Balance Sheet Date and (c) all monies received from clients of each of Acquired Company (including, without limitation, all monies received in each Acquired Company’s capacity as agent in connection with such Acquired Company’s media purchase obligations on behalf of its clients), in each case free and clear of all Liens, other than Permitted Liens. Such assets constitute all of the assets owned or used by the Acquired Companies in the conduct of the Business.

3.20.2 The tangible assets are structurally sound, in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such assets is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.

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3.21. Contracts.

3.21.1 Section 3.21.1 of the Seller Disclosure Schedules contains an accurate and complete list of the following Contracts (whether written or oral, but indicating which Contracts are oral) to which any Acquired Company is a party (collectively, the “Material Contracts”): (a) all Plans, (b) any personal property lease with a fixed annual rental of $25,000 or more, (c) any Contract relating to capital expenditures which involves payments of $50,000 or more in any single transaction or series of related transactions, (d) any Contract relating to the making of a loan or advance to or investment in, any other Person, (e) any agreement, instrument or arrangement evidencing or relating in any way to indebtedness for money borrowed or to be borrowed, whether directly or indirectly, by way of loan, purchase money obligation, guarantee, conditional sale, purchase or otherwise, (f) any management service, employment, consulting or similar type of Contract which is not cancelable by either Acquired Company without penalty or other financial obligation within 30 days, (g) any Contract limiting either Acquired Company or any of their respective Affiliate’s freedom to engage in any line of business or to compete with any other Person, including, without limitation, any agreement limiting the ability of either Acquired Company or any of their respective Affiliates to take on competitive accounts during or after the term thereof, (h) any collective bargaining or union agreement, (i) any Contract between either Acquired Company, on the one hand, and any officer, director or manager thereof, on the other hand, not covered by subsection (f) above (including indemnification agreements), (j) any secrecy or confidentiality agreement (other than standard confidentiality agreements in computer software license agreements), (k) any agreement with respect to any Intellectual Property Assets other than “shrink-wrap” and similar end-user licenses, (l) any agreement with a client required to be listed on Section 3.21.1 of the Seller Disclosure Schedules, (m) any agreement, indenture or other instrument which restricts the ability of either Acquired Company or any of their subsidiaries to make distributions in respect of its equity, (n) any joint venture agreement involving a sharing of profits not covered by clauses (a) through (m) above, (o) any Contract (not covered by another subsection of this Section 3.21.1) which involves $25,000 or more over the unexpired term thereof and is not cancelable by either Acquired Company, without penalty or other financial obligation within 30 days; provided, however, Contracts of a similar nature which individually do not involve $25,000 or more but in the aggregate involve $25,000 or more over the unexpired terms shall also be set forth on Section 3.21.1 of the Seller Disclosure Schedules, (p) any Contract with a media buying service, and (q) any agreement (not covered by another subsection of this Section 3.21.1) between either Acquired Company, on the one hand, and any member of such Acquired Company, on the other hand.

3.21.2 Each Material Contract is in full force and effect and shall continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, and there exists no default or event of default by either Acquired Company or, to the knowledge of the Seller Parties, by any other party, or occurrence, condition, or act (including the purchase of the BEOP Purchased Stock or DSL Purchased Interests hereunder) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder or breach or permit termination, modification or acceleration thereunder, and to the knowledge of the Seller Parties, there are no outstanding claims of breach or indemnification or notice of default or termination of any such Material Contract. True, correct and complete copies of each Material Contract that is in writing have been provided to Purchaser and Parent and summaries of all oral Material Contracts contained on Section 3.21.1 of the Seller Disclosure Schedules are complete and accurate in all material respects.

3.21.3 No Material Contracts are subject to any outstanding injunction, judgment, order, settlement, decree, ruling or charge.

3.21.4 Neither Acquired Company has granted any sublicense, sublease or similar right with respect to any Material Contract.

3.22. Personal Property Leases and Licenses. Section 3.22 of the Seller Disclosure Schedules contains a list of all personal property leases, licenses or similar arrangements to which either Acquired Company is a party as either lessor, lessee, licensor or licensee or otherwise pertain to the tangible personal property of such Acquired Company. All such leases and licenses are currently in full force and effect and no notice of cancellation or termination thereof has been given or received by any Seller Party, and such leases do not require the consent or approval of any Person except as set forth on Section 3.22 of the Seller Disclosure Schedules.

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3.23. Intellectual Property. Neither of the Acquired Companies has any Registered IP or has submitted an application therefor. Section 3.23 of the Seller Disclosure Schedules contains, with respect to each Acquired Company, an accurate and complete list of: (a) Unregistered IP, including, to the extent applicable, the physical location of such Unregistered IP (including a description of relevant digital infrastructure), and which such Acquired Company owns such Unregistered IP, (b) Licensed IP which is material to the Business, including a description of such Acquired Company’s tools, platforms, software, and databases (if any) included within such Licensed IP (excluding any standard, non-negotiated agreements such as shrink-wrap or click-wrap agreements) and which Acquired Company is the licensee of such Licensed IP and (c) any contractual obligations which impose a restriction on either of the Acquired Companies’ exploitation or commercialization of Unregistered IP, Licensed IP (except subject to the Contracts which govern such Licensed IP) or licensed Data that is material to the Business. Neither Acquired Company has entered into any consent, forbearance or any settlement agreement which limits the rights of either Acquired Company to use the Intellectual Property of the Acquired Companies. The Acquired Companies own good and exclusive title to each item of Unregistered IP, free and clear of any Lien or claims from a third party (including employees). Each of the Acquired Companies have the right, pursuant to a Contract, to use or operate under all Licensed IP which requires a valid license to use. Neither Acquired Company is in violation of any Contract to use Licensed IP. There are no Contracts between the Acquired Companies, on the one hand, and any other Person, on the other hand, with respect to the Intellectual Property of the Acquired Companies in respect of which there is any dispute regarding the scope of such Contract, or performance under such Contract, including with respect to any payments to be made or received by the Acquired Companies. To the knowledge of the Seller Parties, no Person is infringing or misappropriating any of the Acquired Company IP. Neither Acquired Company, nor any Acquired Company Owned IP is infringing or misappropriating any Intellectual Property owned by a third-party. Except as otherwise set forth on Section 3.23 of the Seller Disclosure Schedules, all Acquired Company Owned IP was either developed: (a) by employees of the Acquired Companies within the scope of such employee’s employment duties; (b) by independent contractors as “works-made-for-hire,” as that term is defined under Section 101 of the United States Copyright Act, 17 U.S.C. § 101, pursuant to written agreement; or (c) by independent contractors or other third parties who have assigned all of their rights therein to the Acquired Companies pursuant to a written agreement. Section 3.23 of the Seller Disclosure Schedules contains an accurate and complete list of all independent contractors and third parties who have developed any Acquired Company Owned IP, including references to the applicable Contracts governing such independent contractor relationships. No source code or object code for any computer software that is Acquired Company Owned IP has been delivered or licensed by the Acquired Companies to any escrow agent. The Acquired Companies are not obligated to deliver or license any source code or object code (or other component) for any computer software that is Acquired Company Owned IP to any other Person, including any escrow agent, sponsor or owner of any Open Source Software, including as result of the transactions contemplated by this Agreement.

3.24. Digital Infrastructure.

3.24.1 Open Source. Section 3.24.1 of the Seller Disclosure Schedules sets forth a true, accurate and complete list of all Open-Source Software utilized, in any way, by the Acquired Companies, including the relevant license type. No Open Source Software has been used, incorporated, integrated, linked (statically or dynamically), combined, or otherwise made available in, with, or alongside any portion of the Acquired Company Owned IP in a manner that may or would, now or in the future, require the disclosure, licensing, distribution, or other conveyance of the source code of the Acquired Company Owned IP, impose any restriction on the consideration to be charged for the distribution of the Acquired Company Owned IP, confer any right upon any third party to access, modify, or create derivative works of the Acquired Company Owned IP, or otherwise cause the Acquired Company Owned IP to be subject to any “copyleft,” “share-alike,” or similar reciprocal license obligation or encumbrance arising under any applicable open-source license.

3.24.2 Material Third Party Software. Section 3.24.2 of the Seller Disclosure Schedules sets forth a true, accurate and complete list of all third party software tools (except for Open Source Software listed on Section 3.24.2 of the Seller Disclosure Schedules) that are material to the Business of the Acquired Companies, including, without limitation, any of the following: (i) analytics tools; (ii) internal or external communications software; and (iii) developer tools, suites, IDEs, compilers, continuous integration / continuous development software and testing frameworks.

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3.24.3 AI. Section 3.24.3 of the Seller Disclosure Schedules sets forth a true, accurate and complete list of all artificial intelligence, machine learning, large language model, generative AI or other similar or related software (any of the foregoing as “AI Software”) owned by any third party that is licensed, utilized or otherwise exploited by either Acquired Company.

3.24.4 Data, Generally. All information or data of any kind possessed or otherwise processed by the Acquired Companies, including but not limited to, Personal Information, collected from any source, including consumers, employees, vendors, clients, public and private websites and databases, whether collected online (including through data harvesting or scraping techniques) or offline (collectively, “Data”), has been collected, by the Acquired Companies or any other Person, and is being maintained, stored, processed and used by the Acquired Companies in compliance in all material respects with all Laws, including without limitation all applicable Information Privacy and Security Laws and the Acquired Companies have all necessary rights, permissions, registrations, permits, certifications, approvals and licenses to all such Data as necessary for the Acquired Companies’ operation of the Business. Section 3.24.4 of the Seller Disclosure Schedules sets forth a true, accurate and complete list of all Data sets licensed by any Seller Party from any third party, including any Data used for training any AI Software.

3.24.5 Cloud Services. Section 3.24.5 of the Seller Disclosure Schedules sets forth a true, accurate and complete list of all cloud services (including for storage, hosting, processing, content delivery, caching or otherwise) used by any Seller Party, including which Seller Party is utilizing such service and the geographic location of the relevant server clusters, data centers or physical assets.

3.24.6 IT Assets. The Seller IT Assets (a) are adequate for, and operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required in connection with, the operation of the Business of the Acquired Companies, (b) are free from material bugs and defects, (c) have not materially malfunctioned or failed (i) with respect to DSL, within the past three (3) years and (ii) with respect to BEOP, since July 1, 2024, and (d) to the knowledge of the Seller Parties, do not contain any virus, malware, trojan horse, worm, back door, time bomb, drop dead device or other program, routine, instruction, device, code, contaminant, logic which may disable, disrupt, erase, enable any Person to access without authorization, or otherwise materially and adversely affect the functionality of, any such Seller IT Asset.

3.24.7 Attestations. Section 3.24.7 of the Seller Disclosure Schedules sets forth a true, accurate and complete list of all third-party information security certifications (e.g. ISO27001, ISO 27031, NIST 800-53) or auditing attestations or reports (e.g. SOC 2) each Seller Party has procured (each of the foregoing as an “Attestation”). No Attestation will be voided, diminished or materially impacted by the consummation of the transactions contemplated by this Agreement.

3.25. Data Security and Compliance.

3.25.1 Each of the Acquired Companies complies, and (a) with respect to DSL, has in the past three (3) years and (b) with respect to BEOP, since July 1, 2024 complied, in each case, in all material respects, with (i) its internal privacy and data security policies, (ii) all applicable rules of self-regulatory organizations and codes of conduct, (iii) industry standards, guidelines and best practices concerning the Processing of Personal Information, (iv) all public statements, representations, obligations, promises, and commitments of the Acquired Companies concerning the privacy, security or the Processing of Personal Information, and (v) all Data Security Requirements. The Acquired Companies have provided true, accurate, complete and up-to-date versions of the documents referenced in the foregoing clauses (i) and (iv) to Purchaser. Neither the negotiation nor consummation of the transaction contemplated by this Agreement, nor any disclosure or transfer of information in connection therewith, will breach or otherwise cause any violation of any Data Security Requirement or require the consent, waiver or authorization of, or declaration, filing or notification to, any Person, including any Governmental Entity, under any such Data Security Requirement. All vendors, processors, subcontractors and other Persons acting for or on behalf of the Acquired Companies in connection with the Processing of Personal Information or that otherwise have been authorized to have access to the Seller IT Assets or the Personal Information in the possession or control of the Acquired Companies (the foregoing as “Processors”) are subject to contractual requirements, compliant with all applicable Data Security Requirements, regarding the Processing of Personal Information, and such Processors (a) with respect to DSL, has in the past three (3) years and (b) with respect to BEOP, since July 1, 2024, complied, in each case, in all material respects, with the Data Security Requirements and applicable contractual requirements. The Acquired Companies have not transferred or authorized the transfer of Personal Information outside of its relevant originating country, except where such transfers have complied with Data Security Requirements. The Acquired Companies have not combined, transferred, shared or sole any Personal Information in violation of any Data Security Requirements. There are no, and (a) with respect to DSL, in the past three (3) years and (b) with respect to BEOP, since July 1, 2024, have not been any actions, suits, claims, investigations or other legal proceedings pending or threatened against the Acquired Companies concerning any Data Security Requirement or compliance therewith or violation thereof by any Person, including any Governmental Entity. No Seller Party has entered into any agreement with, or is the subject of any order from, any Governmental Entity regarding data protection, privacy or the collection, use, disclosure, combination, sale or licensing of Personal Information or otherwise pertaining to Data Security Requirements. No Seller Party is currently Party to any consent order, consent decree, settlement or other similar agreement regarding data protection, privacy or the collection, use, disclosure, sale or licensing of Personal Data, or Data Security Requirements. No Seller Party is currently, and (a) with respect to DSL, has in the past six (6) years and (b) with respect to BEOP, since July 1, 2024, collected, stored or used any credit card information, credit scores, financial account information, social security numbers, health or medical information, any information regarding anyone under the age of thirteen (13) years, or any data designated as “sensitive” under any Data Security Requirement Laws.

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3.25.2 The Acquired Companies have implemented and maintain a comprehensive written information security plan (a “Security Plan”), which implements disaster continuity plans, business continuity plans, and administrative, technical and physical safeguards designed to protect the integrity and security of the Seller IT Assets and the information and data stored therein (including personal data, personally identifiable information and other sensitive information) from loss, damage, misuse or unauthorized use, access, modification or disclosure, including, cybersecurity and malicious insider risks. In the past three (3) years with respect to DSL and since July 1, 2024 with respect to BEOP, (i) there has been no loss, damage, misuse or unauthorized use, unauthorized access, unauthorized acquisition or exfiltration, unauthorized modification or disclosure, or other breach (any of the foregoing as a “Cyberbreach”) of security of personal data or personally identifiable information maintained by or on behalf of the Acquired Companies, (ii) there have been no Cyberbreaches relating to any Seller IT Asset, and (iii) there has been no phishing, social engineering, business email compromise incident, or other Cyberbreach, that has resulted in a material monetary loss or that has otherwise had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business of the Acquired Companies. Without limiting the foregoing, the Acquired Companies have implemented backup, security and disaster recovery measures and technology consistent with industry-best practices and has tested those measures and technology at least annually.

3.26. Permits; Compliance with Laws.

3.26.1 Each Acquired Company has obtained on behalf of itself all Permits required to carry on its business as presently conducted. DSL is and has been in compliance with the requirements, terms and conditions of such Permits, except where such failure to comply would not reasonably be expected to have a Seller Material Adverse Effect. BEOP is and since July 1, 2024, has been in compliance with the requirements, terms and conditions of such Permits, except where failure to comply would not be reasonably expected to have a Seller Material Adverse Effect. All such Permits are in full force and effect and no action or claim is pending, nor to the knowledge of the Seller Parties, threatened, to revoke or terminate any such Permit or declare any such Permit invalid in any respect.

3.26.2 DSL is conducting and has conducted its business, and is using and has used its properties, and is complying and has complied with all applicable Laws and Orders, and is not in default or violation in any respect of (and no Acquired Company has received any notice of any violation of and, to the knowledge of the Seller Parties, there is no reason to believe there is any default or violation of), any applicable Laws or Orders, except where such failure to comply, default tor violation would not reasonably be expected to have a Seller Material Adverse Effect.

3.26.3 BEOP is conducting and has since July 1, 2024 conducted its business, and is using and has used its properties, and is complying and has complied with all applicable Laws and Orders, and is not in default or violation in any respect of (and no Acquired Company has received any notice of any violation of and, to the knowledge of the Seller Parties, there is no reason to believe there is any default or violation of), any applicable Laws or Orders, except where such failure to comply, default tor violation would not reasonably be expected to have a Seller Material Adverse Effect.

3.27. Anti-Takeover Laws. The respective boards of directors or managers of each Acquired Company have taken all action, as applicable, necessary or required to render inapplicable to this Agreement and the consummation of the transactions contemplated by this Agreement the restrictions contained in (i) any state takeover Laws that may purport to be applicable to this Agreement and the consummation of the transactions contemplated by this Agreement, (ii) any takeover provision in either Acquired Company’s organizational documents, and (iii) any takeover provision in any Contract.

3.28. CFIUS. No declaration to the Committee for Foreign Investment in the United States (“CFIUS”) is required to be submitted by or on behalf of any Acquired Company or Seller Party in connection with the Agreement pursuant to Section 800.401 of Part 800 (31 CFR 800), under the regulations adopted under the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA Regulations”). Neither Acquired Company owns, leases or has an interest in “Covered Real Estate” as described in Section 802.211 (31 CFR part 802) of the FIRRMA Regulations.

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3.29. Anti-Corruption Compliance.

3.29.1 During the five (5) years prior to the date of this Agreement with respect to DSL, and since July 1, 2024 with respect to BEOP, no Acquired Company nor any of their respective officers, directors, or, to the Seller Parties’ knowledge, any employees, agents or any other Person, in each case, acting on behalf of an Acquired Company has: (i) made, agreed to make, promised, offered or authorized the making of any contribution, payment, gift, entertainment, money or thing of value (including a facilitation payment) to a government official, or any other person, in violation of any applicable anti-corruption Laws; or (ii) accepted, received, agreed to accept or authorized the acceptance of any contribution, payment, gift, entertainment, money, anything of value, or other advantage in violation of any applicable Anti-Corruption Laws.

3.29.2 No Acquired Company or any of their respective officers, directors, or, to the Seller Parties’ knowledge, any employees, agents or any other Person, in each case, acting on behalf of an Acquired Company, is or has been the subject of any internal or external allegation, investigation, inquiry or enforcement proceedings by any Governmental Entity, bank or customer regarding any offense or alleged offense under applicable Anti-Corruption Laws, no such investigation, inquiry or proceedings is pending or, to the Seller Parties’ knowledge, threatened, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

3.29.3 Each Acquired Company has instituted and maintains policies and procedures designed to ensure compliance with all applicable Anti-Corruption Laws and has maintained complete and accurate books and records, including records of payments to any third parties (including their representatives and distributors) and government officials.

3.29.4 DSL has at all times, and BEOP since July 1, 2024 has: (i) kept and maintained reasonably detailed, accurate and complete books, records and financial accounts that fairly reflect the transactions and dispositions of the assets of such Acquired Company or provide assurance that transactions are executed and access to assets is permitted only in accordance with management’s general or specific authorization and (ii) devised, monitored and maintained a system of internal accounting controls sufficient to ensure compliance with all applicable Laws and enforcement guidance, including those applicable to a company with securities listed on a U.S. stock exchange.

3.30. Solvency. Immediately after giving effect to the transactions contemplated by this Agreement and the Ancillary Documents, CAUD and the Acquired Companies shall each be solvent and shall each: (a) be able to pay its debts as they become due; (b) own assets that have a fair saleable value greater than the amounts required to pay its debt (including a reasonable estimate of the amount of all contingent, subordinated, unmatured and unliquidated liabilities); and (c) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with any of the transactions contemplated by this Agreement and the Ancillary Documents with the intent to hinder, delay or defraud either present or future creditors of CAUD or either Acquired Company. In connection with the transactions contemplated by this Agreement and the Ancillary Documents, neither CAUD nor either Acquired Company has incurred, nor does it plan to incur, debts beyond its ability to pay.

3.31. Personnel Matters.

3.31.1 Section 3.31 of the Seller Disclosure Schedules sets forth a true and complete list of each employee or Person who is an independent contractor of an Acquired Company (collectively, the “Personnel”), and (a) the names and positions of all Personnel, together with a statement of the current annual salary or fees, and the annual salary, fees, bonus and incentive compensation paid or payable with respect to calendar years 2023 and 2024 and for the three-month period ended March 31, 2025, and a statement of the Projected Annual Personnel Costs; (b) the names of all retired or former Personnel, if any, of who are receiving or entitled to receive any healthcare or life insurance benefits or any payments from an Acquired Company, their ages and current unfunded pension or other rate, if any; and (c) a description of the current severance and vacation policy of each Acquired Company. No Acquired Company has, because of past practices or previous commitments with respect to its employees or otherwise, established any rights on the part of any of Personnel to additional compensation or monies with respect to any period after the Closing Date or any portion or share of the Purchase Price in the form of a bonus, gift, award, or any similar type of remuneration. Each Acquired Company has properly classified and compensated all Personnel in accordance with all applicable Laws and Orders. No Personnel employed by or in a contractual arrangement with BEOP, nor any manager, advisor or other Person who may receive any payment from BEOP in connection with the transactions contemplated hereby, is a U.S. Person (as defined below). For purposes of this Section 3.31.1, a “U.S. Person” means: (a) any individual who is a citizen or resident of the United States (as determined under Section 7701(a)(30) of the Code), (b) any corporation, partnership, or other entity created or organized in or under the laws of the United States or any state thereof (including the District of Columbia), (c) any estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, and (d) any trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust, and (B) one or more U.S. Persons have the authority to control all substantial decisions of the trust. For the avoidance of doubt, the term “U.S. Person” includes any individual who is a U.S. citizen or resident alien, regardless of where such individual is employed or resides, and any entity or trust described above.

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3.31.2 Each Acquired Company maintains all forms, records, and other documents required by applicable Laws, including Laws relating to immigration, workers’ compensation, taxes, withholding, earned income credit, unemployment compensation and wage and hour compliance, for all Personnel. Each Acquired Company has performed with respect to the Personnel such investigations, background checks, reviews and other inquiries as required by applicable Laws.

3.31.3 No Acquired Company has any collective bargaining, union or labor Contracts with any group of Personnel, labor union or employee representative and, to the knowledge of the Seller Parties, there is no organizational effort currently being made or threatened by or on behalf of any of the foregoing with respect to any Personnel. No Acquired Company has experienced, and to the knowledge of the Seller Parties, there is no basis for, any strike, labor trouble, work stoppage, slow down or other interference with or impairment of the Business. No Acquired Company has any formal plan or commitment, whether legally binding or not, to increase the compensation payable or to become payable to its directors, managers, officers or Personnel.

3.32. Employee Benefits.

3.32.1 List of Plans. Section 3.32.1 of the Seller Disclosure Schedules lists every employee benefit, compensation or incentive plan, program, agreement or arrangement, whether or not subject to ERISA, that is maintained, sponsored or contributed to by BEOP, DSL or any ERISA Affiliate (each, a “Plan”). Complete and current copies of each written Plan and, where applicable, the latest summary plan description, trust or funding vehicle, Form 5500, IRS determination or opinion letter, actuarial or financial report and nondiscrimination test have been made available to Purchaser. No Seller Party maintains or has any liability with respect to any foreign benefit plan.

3.32.2 Change in Control / Severance. Except as set forth on Section 3.32.2 of the Seller Disclosure Schedules, neither the execution of this Agreement nor the transactions contemplated hereby will (i) trigger any payment, funding, acceleration, vesting or increase in benefits, or (ii) obligate any Seller Party to pay severance, retention, change-of-control or similar amounts. No Plan will result in a nondeductible payment under Code § 280G or an excise tax under Code § 4999, and no individual is entitled to any related tax “gross-up.”

3.32.3 Defined-Benefit and Multiemployer Plans. No Seller Party now sponsors, contributes to or has any current or contingent liability with respect to (i) a defined-benefit pension plan, (ii) a plan subject to Title IV of ERISA, ERISA § 302 or Code §§ 412 or 430, (iii) a multiemployer plan, (iv) a multiple-employer welfare arrangement or (v) a multiple-employer plan under ERISA §§ 4063-4064.

3.32.4 Welfare Benefit Plans / Post-Employment Benefits. Each welfare Plan reserves the right to amend or terminate at any time. Other than COBRA or similar state law obligations, no Seller Party is required to provide post-employment health, life or other welfare benefits.

3.32.5 Administrative Compliance. Each Plan has at all times been established, funded and administered in material compliance with its terms and all applicable laws, including ERISA and the Code. There are no pending or, to Seller Parties’ knowledge, threatened audits, investigations, actions or claims (other than routine benefit claims) relating to any Plan.

3.32.6 Tax-Qualification. Every nonqualified deferred-compensation arrangement complies in all material respects with Code § 409A. No person will incur any additional tax, penalty or interest under § 409A in connection with the transactions contemplated by this Agreement, and no Seller Party is obligated to indemnify or reimburse any individual for any such liability.

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3.32.7 409A. Every nonqualified deferred-compensation arrangement complies in all material respects with Code § 409A. No person will incur any additional tax, penalty or interest under § 409A in connection with the transactions contemplated by this Agreement, and no Seller Party is obligated to indemnify or reimburse any individual for any such liability.

3.33. Tax.

A. General. Except as set forth on Section 3.33A of the Seller Disclosure Schedules, each of the Acquired Companies (and each Seller Party with respect to any Tax Items reportable by such Seller Party) has timely filed, or caused to be filed, taking into account any valid extensions of due dates, completely and accurately, all federal, state, local and foreign Tax Returns (including estimated Tax Returns) required under the statutes, rules or regulations of such jurisdictions to be filed by it. Section 3.33A of the Seller Disclosure Schedules contains a complete list of all of the jurisdictions – foreign, U.S. federal, state and local and/or any other political subdivision throughout the world – where the Acquired Companies file any Tax Return.

B. Payments and Withholdings. All Taxes owed by the Acquired Companies (and each Seller Party with respect to “flow-through income” or any other Tax Item reportable by a Seller Party), whether or not shown on any Tax Return, have been paid or are being contested in good faith via appropriate proceedings with appropriate reserves established in accordance with GAAP or IFRS, as applicable, in which case, such contested assessments are set forth on Section 3.33B of the Seller Disclosure Schedules. Except as set forth on Section 3.33B on Seller Disclosure Schedules, each of the Acquired Companies have collected all sales, use, value added, goods and services or other commodity Taxes required to be collected and remitted the same to the appropriate taxing authority within the prescribed time periods. Except as set forth on Section 3.33B of the Seller Disclosure Schedules, the Acquired Companies and the Seller Parties, with respect to Tax Items, have withheld all amounts required to be withheld on account of Taxes from amounts paid to employees, former employees, directors, officers, members, residents and non-residents, unitholders, independent contractors, creditors, or other third parties, and remitted the same to the appropriate taxing authorities within the prescribed time periods, and all Tax forms required with respect thereto have been properly completed and timely filed.

C. Tax Accruals. The amount set up as an accrual for Taxes on the Balance Sheet is sufficient for the payment of all unpaid Taxes of BEOP and/or DSL, whether or not disputed, for all periods ended on and prior to the Balance Sheet Date. Except as set forth on Section 3.33C of the Seller Disclosure Schedules, since the Balance Sheet Date, neither Acquired Company has incurred any liabilities for Taxes other than in the ordinary course of business.

D. Tax Returns. The Selling Parties have provided to the Purchaser correct and complete copies of all Tax Returns filed with respect to DSL for all taxable periods beginning on or after January 1, 2021, and with respect to BEOP for all taxable periods beginning on or after July 1, 2024, throughout the entire world, including any foreign, U.S. federal, state and local and/or any other political subdivision. Except as set forth on Section 3.33D of the Seller Disclosure Schedules, none of the foreign, federal, state or local Tax Returns of either Acquired Company or of any Seller Party in respect of any Tax Item has ever been audited by the Internal Revenue Service (the “IRS”) or any other Governmental or Regulatory Authority. No examination of any Tax Return of any Acquired Company or Seller Party in respect of a Tax Item is currently in progress, and none of the Acquired Companies or Seller Parties has received notice of any proposed audit or examination with respect to either Acquired Company or any Tax Items.

E. Tax Deficiencies; Agreements Relating to Taxes. Except as set forth on Section 3.33E of the Seller Disclosure Schedules, no deficiency in the payment of Taxes by any Acquired Company or Seller Party with respect to any Tax Items for any period has been asserted in writing by any Governmental or Regulatory Authority. None of the Selling Parties has made any agreement, waiver or other arrangement providing for an extension of time with respect to the assessment or collection of any Taxes against it, other than routine extensions for the filing of income Tax Returns. None of the Selling Parties has entered into any Tax sharing or Tax allocation agreement with any party. No Seller Party has any contractual obligation to indemnify any other Person with respect to Taxes, and to the knowledge of the Seller Parties no such Seller Party is liable for the payment of Taxes of any other Person. None of the Acquired Companies or the Selling Parties (with respect to any Tax Item) has received written notice of a claim by any Governmental or Regulatory Authority in any jurisdiction where such Person does not file tax returns that such Person is or may be subject to taxation by the jurisdiction. There are no Liens for Taxes upon any of the assets of any Seller Party. None of the Selling Parties has ever had a permanent establishment (within the meaning of an applicable Tax treaty) or an office or fixed place of business in a country other than the country in which it is organized. None of the Selling Parties has made any agreement, waiver or other arrangement providing for an extension of time with respect any Tax Items and/or to the assessment or collection of any Taxes against it.

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F. Consolidated Group; No Reportable Transactions. Except as set forth on Section 3.33F of the Seller Disclosure Schedules, none of CAUD or the Acquired Companies has (a) at any time been a member of an affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or non-U.S. Law, filing a consolidated federal income Tax Return, (b) any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law (including any arrangement for group or consortium relief or similar arrangement)), as a transferee or successor, by operation of Law, by contract, or otherwise or (c) been a party to any joint venture, partnership or other arrangement that could be treated as a partnership for Tax purposes. CAUD and DSL have not at any point, and BEOP since July 1, 2024 has not, held any interests in real property that might be subject to Tax, or might subject the transfer of the BEOP Purchased Stock and/or the DSL Purchased Interests to tax under Section 897 of the Code. No Seller Party has entered into any reportable or listed transactions within the meaning of Treasury Regulation Section 1.6011-4(b) or other comparable provision of applicable Law. No Seller Party has participated in any “tax shelter” within the meaning of Section 6662 of the Code or other comparable provision of applicable Law, and each Seller Party has disclosed on its federal income Tax Returns all positions that could give rise to a substantial understatement of federal income Tax.

G. Post-Closing Adjustments. None of the Parties and none of their Affiliates will be required as a result of a change in accounting method occurring prior to, or a result of, the Closing for any period ending on or before the Closing Date to include any adjustment under Section 481 of the Code (or any similar provision of state, local or foreign income Tax Law) in income for any period ending after the Closing Date. None of the Parties and none of their Affiliates will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax Law): (ii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iii) prepaid amount received on or prior to the Closing Date or an amount deferred under the IRS Revenue Procedure 2004-34 or any similar or successor provision of Law, or other amount attributable to income economically realized on or prior to the Closing Date.

H. Other. None of the Selling Parties has made any election to defer any payroll Taxes under the CARES Act or the Payroll Tax Executive Order. None of the Selling Parties has requested or received a ruling from any Governmental or Regulatory Authority or signed any binding agreement with any Governmental or Regulatory Authority that might impact the amount of Tax due from Purchaser or its Affiliates (including following the Closing, for the avoidance of doubt, the Acquired Companies) after the Closing Date. None of the Selling Parties has elected to have the provisions of Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015 and as subsequently amended thereafter (or any similar provision of state or local Tax Law), apply to it with respect to any taxable period beginning before January 1, 2018. There is no power of attorney given by or binding upon the Acquired Companies that will be in force after the Closing with respect to any Tax matter.

I. Tax Status. DSL (i) is, and was at all times since its formation, treated as a partnership for federal and applicable state and local Tax purposes, and (ii) has not made any election to change such classification as a partnership for tax purposes. BEOP (i) is, and was at all times since July 1, 2024, treated as a “C corporation” for U.S. federal and applicable state and local Tax purposes, and (ii) has not made any election to change its classification at any time. DSL uses, and has used since its formation, the accrual method of accounting for Tax purposes. DSL is eligible under applicable Law to make the “push out” election under Section 6226 of the Code with respect to taxable years for which it was treated as a partnership for federal and applicable state and local Tax purposes.

J. Intercompany Transactions. All related-party transactions of any Seller Party have been conducted in accordance with an arm’s-length result within the meaning of Treasury Regulation Section 1.482-1(b)(1).

K. Parachute Payments. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with any other event) will result in any payment, benefit, or distribution (whether in cash, property, or the vesting of property) by a Seller Party or any of its Affiliates to or for the benefit of any individual (whether as an employee, officer, director, or independent contractor) that would constitute an “excess parachute payment” within the meaning of Section 280G of the Code and the regulations promulgated thereunder.

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L. Elections/Accounting Method. Each of the Seller Parties hereby represents and warrants that, since the filing of the most recent Tax Returns of the applicable Acquired Company, neither Acquired Company, nor any of the Seller Parties has made or caused to be made any election with respect to Taxes or any change in any method of accounting for Tax purposes that could affect the amount, timing, or reporting of any Taxes of either Acquired Company. Furthermore, no request for any such election or change is currently pending with any taxing authority.

3.34. Real Property. Except as set forth on Section 3.34 of the Seller Disclosure Schedules, (a) DSL does not own (nor has ever owned) and does not have (nor has ever had) and (b) BEOP does not own (nor since July 1, 2024 has owned) and does not have (nor since July 1, 2024 has had) any leasehold interest in any real property.

3.35. Environmental Matters. The operations of DSL are currently and have been in compliance in all material respects with all environmental Laws. The operations of BEOP are currently and since July 1, 2024, have been in compliance in all material respects with all environmental Laws. Neither Acquired Company has received any environmental notice or environmental claim with respect to the Business which remains pending or unresolved as of the Closing Date. Each Acquired Company has obtained and is in material compliance with all environmental permits necessary for the normal conduct of the Business as currently conducted.

3.36. Insurance. Section 3.36 of the Seller Disclosure Schedules sets forth a complete and correct list of all currently effective insurance policies or binders of insurance or programs of self-insurance which relate to either Acquired Company, along with the corresponding insurance carriers, minimum liability limits, deductibles, premiums, to whom such policy has been issued, whether it is “claims made” or an “occurrence policy” and expiration dates for each such policy or binder. True and complete copies of such policies and binders have been previously delivered to Purchaser. The coverage under each such policy or binder is in full force and effect, all premiums due thereunder have been paid in full and no notice of cancellation or nonrenewal with respect to, or disallowance of any claim under, or material increase in premium for, any such policy or binder has been received by either Acquired Company. No Acquired Company has received any notice from any of its insurance carriers that any insurance coverage will not be available in the future on substantially the same terms now in effect. Each Acquired Company has complied with all the provisions of such policies and binders in all respects. Within the last five years with respect to DSL and since July 1, 2024 with respect to BEOP, neither Acquired Company has filed for any claims against any of its insurance policies, exclusive of health insurance policies. None of the insurance policies shall lapse or terminate by reason of the transactions contemplated by this Agreement or any Ancillary Document and all such policies shall continue in effect after the Closing Date for the benefit of the Acquired Companies. Neither Acquired Company has been refused any insurance or required to pay higher than normal or customary premiums, nor has its coverage been limited by any insurance carrier to which it has applied for insurance during the last five years with respect to DSL or since July 1, 2024 with respect to BEOP.

3.37. Absence of Certain Changes. Except as set forth on Section 3.37 of the Seller Disclosure Schedules, since the Balance Sheet Date, except as expressly contemplated by this Agreement, each Acquired Company (a) has conducted its business in the ordinary course of business, consistent with past practice and in compliance with Laws in all respects, (b) has not entered into, amended or waived the terms of or terminated any Contract, and (c) has not experienced a Seller Material Adverse Effect and, to the Seller Parties’ knowledge, no event has occurred or circumstance exists that, individually or in the aggregate, would reasonably be expected to result in a Seller Material Adverse Effect. Except as set forth on Section 3.37 of the Seller Disclosure Schedules, and without limiting the foregoing, since the Balance Sheet Date, neither Acquired Company (i) incurred any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business, (ii) permitted any of its assets to be subjected to any Liens (other than Permitted Liens), (iii) sold, transferred or otherwise disposed of any assets except in the ordinary course of business, (iv) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $50,000, (v) entered into any transactions, or series of transactions, with any Liability or Liabilities in excess of $10,000, (vi) made any distributions or dividend payments on any shares of its capital stock, equity or equity participation rights, or redeemed, purchased or otherwise acquired any shares of its capital stock or equity, or any granted or issued option, warrant or other right to purchase or acquire any shares of capital stock, equity or equity participation rights, (vii) made any bonus or profit sharing distribution, (viii) increased or prepaid its indebtedness for borrowed money or made any loan to any Person, (ix) wrote down the value of any work-in-process, or wrote off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which individually or in the aggregate, exceeded $20,000, (x) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, received aggregate compensation or fees from an Acquired Company at an annual rate of $125,000 or more or amended the terms of any agreement with any such Person, (xi) hired or terminated any Person who has or would receive aggregate compensation or fees from an Acquired Company at an annual rate of $125,000 or more, (xi) entered into any employment or consulting agreement which is not cancelable by an Acquired Company without penalty or other financial obligation within 30 days, (xii) canceled or waived any claims or rights of material value, (xiii) made any change in any method of accounting procedures, (xiii) adopted of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law, (xiv) renewed, extended or modified any lease of real property or any lease of personal property, (xv) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business, or (xv) agreed, whether or not in writing, to do any of the actions set forth in any of the foregoing clauses.

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3.38. Client Relations.

3.38.1 Section 3.38.1 of the Seller Disclosure Schedules sets forth (a) a list of all Significant Clients of the Acquired Companies, and the revenues from each Significant Client and from all other clients (in the aggregate) for each of the calendar years ended December 31, 2023 and 2024 (to the extent available with respect to BEOP) and the three-month period ended March 31, 2025, and (b) the Significant Clients’ projected revenue for the Acquired Companies based on its 2025 Current Plan for the twelve months ending December 31, 2025, together with the estimated revenues from each such client and all clients (in the aggregate) for such period. The estimated revenues set forth on Section 3.38.1 of the Seller Disclosure Schedules were made in good faith and on a reasonable basis. Except as set forth on Section 3.38.1 of the Seller Disclosure Schedules, no client of either Acquired Company has advised or, to the knowledge of the Seller Parties, threatened either Acquired Company that it is (x) terminating or considering terminating the handling of its business by either Acquired Company in whole or in part or in respect of any particular product, project or service or (y) planning to reduce its future spending with either Acquired Company in any manner or amend, modify or limit its business relationship with either Acquired Company.

3.38.2 2025 Current Profit Plan. Section 3.38.2 of the Seller Disclosure Schedules sets forth the current project statement of profit and loss for the year ending December 31, 2025 (the “2025 Current Profit Plan”). The 2025 Current Profit Plan should include the same “profit and loss” caption as included in the Acquired Companies’ Annual Unaudited Financial Statements, and may exclude all captions set below “operating profit.” The 2025 Current Profit Plan revenue shall comply with Section 3.38.1 and be reconciled with the Projected Annual Personnel Costs of Section 3.38.1.

3.38.3 Accounts Receivable; Work-in-Process. All of the accounts receivable have arisen from arm’s length transactions by each Acquired Company. All of the work-in-process, accounts receivable and unbilled invoices (including unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the Financial Statements have arisen from sales actually made or services actually performed by an Acquired Company in the ordinary course of business and are good and collectible in full (less the amount of any provision, reserve or similar adjustment therefor reflected on the Balance Sheet and the Interim Balance Sheet), and none of the accounts receivable or other debts (or accounts receivable arising from any such work-in-process or unbilled invoices) is or will be subject to any recourse to litigation, extraordinary collection efforts, counterclaim or set-off except to the extent of any such provision, reserve or adjustment. No portion of any such accounts receivable is subject to counterclaim or set-off or is in dispute. No Acquired Company has received notice that any account receivable previously collected by an Acquired Company is subject to any claim of any Person, including preference claims under bankruptcy Laws. No Person owing any accounts receivable has filed under the provisions of any bankruptcy Laws, reorganization, insolvency, or other similar Laws. The accounts payable set forth on the Interim Balance Sheet, and the accounts payable incurred since the Balance Sheet Date through the Closing Date, represent trade payables resulting from bona fide transactions incurred in the ordinary course of business. There has been no change since the Interim Balance Sheet Date in the amount or aging of the work-in-process, accounts receivable, unbilled invoices, or other debts due to an Acquired Company, or the reserves with respect thereto, or accounts payable of an Acquired Company which would reasonably be expected to have a Seller Material Adverse Effect.

3.39. Books and Records. No Acquired Company has any of its records, systems, controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) were not on or prior to the date hereof under the exclusive ownership and possession of such Acquired Company. Each Acquired Company has delivered to the Purchaser complete and correct copies of its organizational documents in effect immediately prior to the execution of this Agreement.

3.40. Bank Accounts; Powers of Attorney. Set forth on Section 3.40 of the Seller Disclosure Schedules is an accurate and complete list showing (a) the name and address of, and account information for, each bank in which either Acquired Company has an account, credit line or safe deposit box and the names of all Persons authorized to draw thereon or to have access thereto, and (b) the names of all Persons, if any, holding powers of attorney from either Acquired Company and a summary statement of the terms thereof.

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3.41. Related Party Transactions. Except as set forth on Section 3.41 of the Seller Disclosure Schedules, none of the Seller Parties nor the Acquired Companies is a party to any contracts or other business relationships with any related Party other than normal employment arrangements and employee benefit plans. Neither Seller Party is owed or owes any amount from or to any related Parties of such Seller Party (excluding employee compensation and other ordinary incidents of employment). No property or interest in any property that relates to and is or will be necessary in the present operation of the business, is presently owned or leased by or to any related Party.

3.42. Transactions With Affiliates and Employees. None of the officers or members of each of the Seller Parties and the Acquired Companies and, to the Seller Parties’ knowledge, none of the employees of each of the Seller Parties and the Acquired Companies is presently a party to any transaction with the any of the Seller Parties or the Acquired Companies (as applicable and other than for services as employees and officers), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any such officer, member or such employee or, to the Seller Parties’ knowledge, any entity in which any officer, member, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $ 50,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the applicable Seller Party or Acquired Company and (iii) other employee benefits, including agreements under any equity compensation plan of the applicable Seller Party of Acquired Company.

3.43. No Other Representations or Warranties.

3.43.1 Except for the representations and warranties contained in this Article III (including the related portions of the Seller Disclosure Schedules), none of the Seller Parties or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Seller Parties or the Acquired Companies, including any representation or warranty as to the accuracy or completeness of any information regarding the Acquired Company furnished or made available to Purchaser and its Representatives (including any information, documents or material delivered to Buyer, management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Company, or any representation or warranty arising from statute or otherwise in law.

3.43.2 Notwithstanding the foregoing, none of the information supplied or to be supplied by or on behalf of any Seller Party or Acquired Company for inclusion in the Proxy Statement contains any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement complies as to form in all respects with the provisions of the 1934 Act and the rules and regulations promulgated thereunder.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT

4. Representations and Warranties of Purchaser and the Parent. Purchaser and the Parent, subject to the terms of this ARTICLE IV, including the Purchaser Disclosure Schedules, jointly and severally represent and warrant to each of the Seller Parties that the statements contained in this ARTICLE IV are correct and complete as of the Closing Date.

4.1. Incorporation and Good Standing. Purchaser is duly incorporated and in valid existence as a corporation under the Laws of the State of Delaware, and has the power to own its property and carry on its business as now being conducted. Parent is duly incorporated and in valid existence as a corporation under the Laws of the State of Delaware, and has the power to own its property and carry on its business as now being conducted. The Purchaser is a wholly-owned subsidiary of the Parent. Parent and Purchaser are qualified to do business as a foreign entity and, if applicable, is in good standing under the Laws of each jurisdiction where it is required to be so qualified, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect (as defined below). Section 4.1 of the Purchaser Disclosure Schedules sets forth a complete and accurate list of any other jurisdictions in which Parent and Purchaser are qualified or licensed to conduct business as a foreign entity.

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4.2. Authorization, No Conflicts, Etc.

4.2.1 Authorization. Parent and Purchaser have the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform their obligations hereunder and thereunder, to consummate the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents have been duly adopted, and the consummation of the Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby have been duly authorized, at a meeting duly called and held, by the Parent Board of Directors. The Parent Board of Directors at such meeting has voted to adopt this Agreement and the Ancillary Documents, approved and authorized the transactions contemplated by this Agreement and the Ancillary Documents. No other corporate proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement or the Ancillary Documents or to consummate this Agreement or the Ancillary Documents. This Agreement has been duly executed and delivered by, and (assuming due authorization, execution and delivery by the Seller Parties, as applicable) constitutes valid and binding obligations of, Parent and Purchaser and is enforceable against Parent and Purchaser in accordance with its terms, except to the extent that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

4.2.2 No Conflict, Breach, Violation, Etc. The execution, delivery, and performance of this Agreement and any Ancillary Documents by Parent and Purchaser and the consummation of this Agreement and any Ancillary Documents, do not and will not violate, conflict with, or result in a breach of: (a) any provision of the articles of incorporation or bylaws (or similar organizational documents) of Parent or Purchaser; or (b) any Law or Order applicable to Parent or Purchaser, in each case assuming the timely receipt of each of the approvals referred to in Section 4.2.2 of the Disclosure Schedules.

4.3. Regulatory Restrictions. The execution, delivery, and performance of this Agreement and any Ancillary Document to which Purchaser or Parent is a party by Purchaser or Parent, the issuance of shares of Consideration Shares and the consummation of this Agreement and any Ancillary Document to which Purchaser or Parent is a party do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding, board resolutions or other regulatory agreement or commitment with or from a Governmental Entity to which Purchaser or Parent is a Party or subject, or by which Purchaser or any Parent is bound or affected.

4.4. Required Approvals. No notice to, filing with, authorization of, exemption by, or consent or approval of any Governmental Entity is required for the consummation of the transactions contemplated by this Agreement or any Ancillary Document by Purchaser or Parent other than in connection or compliance with (a) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities or “blue sky” Laws.

4.5. Subsidiaries. Except for Purchaser, Parent has no other subsidiaries. Purchaser has no subsidiaries.

4.6. Capital Stock.

4.6.1 Classes and Shares. The authorized capital stock of Parent consists of 135,000,000 shares, divided into two classes, as follows: (a) 125,000,000 shares of common stock, $0.0001 par value per share (“Purchaser Common Stock”), of which 16,313,302 shares were issued and outstanding as of the close of business on December 31, 2024; and (b) 10,000,000 shares of preferred stock, no par value, of which 0 shares were issued and outstanding as of the date of this Agreement. Except as set forth in Section 4.6 of the Purchaser Disclosure Schedules, as of the date of this Agreement, (i) there is no security or class of securities outstanding that represents or is convertible into capital stock of Parent and (ii) no shares of Purchaser capital stock were reserved for issuance .

4.6.2 The number of Consideration Shares to be issued at the Closing would represent in the aggregate, 49% of the Parent Common Stock on a Fully-Diluted Basis.

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4.7. Financial Statements. The financial statements of Parent as of and for each of the three years ended December 31, 2024, 2023 and 2022, (“Financial Statements”), fairly present in all material respects, the consolidated condition and the results of operations, changes in Stockholders’ equity, and cash flows of Purchaser as of the respective dates of and for the periods referred to in such financial statements, consistently applied.

4.8. Legal Proceedings. Except as set forth in Section 4.8 of the Purchaser Disclosure Schedules, there is no Action pending or, to the knowledge of Parent, threatened, against Parent or Purchaser that challenges or seeks to enjoin, alter, prevent or delay this Agreement or any Ancillary Document or any of the transactions contemplated hereby or thereby. Except as set forth in Section 4.8 of the Purchaser Disclosure Schedules, either Parent nor Purchaser is or has ever been subject to any (i) Action, Order or any investigation by a Governmental Entity, (ii) violation, criticism or exception by any Governmental Entity or (iii) formal or informal inquiry or investigation by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of Parent or Purchaser. Without limiting the foregoing and except as set forth in Section 4.8 of the Purchaser Disclosure Schedules, there is no Action pending or, to the knowledge of Parent, threatened, (a) against Parent or Purchaser that has been commenced by or against Parent or Purchaser, or any of the assets owned or used by Parent or Purchaser or (b) against any director or officer of Parent or Purchaser pursuant to Section 8A or 20(b) of the 1933 Act or Section 21(d) or 21C of the 1934 Act. Except as set forth in Section 4.8 of the Purchaser Disclosure Schedules, no event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any of the foregoing in this Section 4.8.

4.9. Conduct of Business. Since January 1, 2021 Parent and Purchaser are conducting and have conducted their respective business, and are using and have used its respective properties, and are complying and have complied with all applicable Laws and Orders, and are not in default or violation in any respect of (and neither Parent nor Purchaser has received any notice of any violation of and, to the knowledge of Parent, there is no reason to believe there is any default or violation of), any applicable Laws or Orders, except where such failure to comply, default tor violation would not reasonably be expected to have a Parent Material Adverse Effect.

4.10. Taxes. Within the times and in the manner prescribed by Law, Parent and Purchaser have filed all Tax Returns required by Law and have paid all Taxes, assessments and penalties due and payable in all states and localities in which Parent and/or Purchaser are required to file Tax Returns. The provisions for Taxes reflected in Parent’s most recent balance sheet contained in the Parent Financial Statements are adequate for any and all Taxes for the period ending on the date of that balance sheet and for all prior periods, whether or not disputed. No claim has been made by any tax authority in a jurisdiction where Parent or Purchaser do not file tax returns that Parent or Purchaser is or may be subject to paying taxes or filing tax returns in that jurisdiction. There are no pending disputes as to Taxes of any nature payable by Parent or Purchaser. Neither Parent nor Purchaser is undergoing nor has it received notice of an audit of its Tax Returns and its Tax Returns have never been audited. Except as set forth in Section 4.10 of the Purchaser Disclosure Schedules, no extension of time with respect to any date on which a tax return was or is to be filed by Parent is in force, and no waiver or agreement by Parent is in force for the extension of time for the assessment or payment of taxes. No taxes have been deferred pursuant to the Coronavirus Aid, Relief, and Economic Security Act, Consolidated Appropriations Act of 2021, or IRS Notice 2020-65.

4.11. Intellectual Property. Neither of Parent nor Purchaser has any Registered IP or has submitted an application therefor. Section 4.11 of the Purchaser Disclosure Schedules contains an accurate and complete list of all of Parent’s and Purchaser’s: (a) Intellectual Property that is (i) owned by, purported to be owned by or exclusively licensed to, Parent and/or Purchaser, and (ii) has not been registered with any Governmental Entity or comparable entity in any jurisdiction throughout the world (the “Parent Unregistered IP”) including, to the extent applicable, the physical location of such Parent Unregistered IP (including a description of relevant digital infrastructure), and which or Parent or Purchaser owns such Parent Unregistered IP, (b) any Intellectual Property which is necessary to or used in the operation of the Parent’s or the Purchaser’s business, including the design, manufacture, and use of the products and services as currently operated or reasonably anticipated to be operated in the future (but excluding any owned Intellectual Property or any rights in materials created for clients as “works made for hire”) (the “Parent Licensed IP”), including a description of the Parent’s or the Purchaser’s tools, platforms, software, and databases (if any) included within such Parent Licensed IP (excluding any standard, non-negotiated agreements such as shrink-wrap or click-wrap agreements) and which of Parent or Purchaser is the licensee of such Parent Licensed IP and (c) any contractual obligations which impose a restriction on either of the Acquired Companies’ exploitation or commercialization of Parent Unregistered IP, Parent Licensed IP (except subject to the contracts which govern such Parent Licensed IP) or licensed information or data of any kind possessed or otherwise processed by the Parent or Purchaser, including but not limited to, Personal Information, collected from any source, including consumers, employees, vendors, clients, public and private websites and databases, whether collected online (including through data harvesting or scraping techniques) or offline that is material to the business. Neither Parent nor Purchaser has entered into any consent, forbearance or any settlement agreement which limits the rights of either Parent or Purchaser to use the Intellectual Property of the Parent or the Purchaser. The Parent or the Purchaser, as applicable, own good and exclusive title to each item of Parent Unregistered IP, free and clear of any Lien or claims from a third party (including employees). The Parent or the Purchaser, as applicable, has the right, pursuant to a contract, to use or operate under all Parent Licensed IP which requires a valid license to use. To the knowledge of the Parent, neither Parent nor Purchaser is in violation of any contract to use Parent Licensed IP. There are no contracts between Parent or the Purchaser, on the one hand, and any other Person, on the other hand, with respect to the Intellectual Property of the Parent or the Purchaser in respect of which there is any dispute regarding the scope of such contract, or performance under such contract, including with respect to any payments to be made or received by the Parent or the Purchaser. To the knowledge of the Parent, no Person is infringing or misappropriating any of Intellectual Property used by the Parent or the Purchaser. To the knowledge of the Parent, neither Parent nor Purchaser is infringing or misappropriating any Intellectual Property owned by a third-party.

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4.12. Permits; Compliance with Laws.

4.12.1 Each of Parent and Purchaser has obtained on behalf of itself all Permits required to carry on its business as presently conducted. Each of Parent and Purchaser is and has been in compliance with the requirements, terms and conditions of such Permits, except where such failure to comply would not reasonably be expected to have a Material Adverse Effect. All such Permits are in full force and effect and no action or claim is pending, nor to the knowledge of the Parent, threatened, to revoke or terminate any such Permit or declare any such Permit invalid in any respect.

4.12.2 Each or Parent and Purchaser is conducting and has conducted its business, and is using and has used its properties, and is complying and has complied with all applicable Laws and Orders, and is not in default or violation in any respect of (and neither Parent nor Purchaser has received any notice of any violation of and, to the knowledge of the Parent, there is no reason to believe there is any default or violation of), any applicable Laws or Orders, except where such failure to comply, default tor violation would not reasonably be expected to have a Material Adverse Effect.

4.13. Real Property. Except as set forth on Section 4.13 of the Purchase Disclosure Schedules, neither Parent nor Purchaser owns (or has ever owned) or has (or has ever had) any leasehold interest in any real property.

4.14. Environmental Matters. The operations of Parent and Purchaser with respect to the business are currently and have been in compliance in all material respects with all environmental Laws. Neither Parent nor Purchaser has received any environmental notice or environmental claim with respect to the Business which remains pending or unresolved as of the Closing Date. Each of Parent and Purchaser has obtained and is in material compliance with all environmental permits necessary for the conduct of the business as currently conducted.

4.15. Absence of Certain Changes. Except as set forth on Section 4.15 of the Purchaser Disclosure Schedules, since December 31, 2024, except as expressly contemplated by this Agreement, (A) Parent and Purchaser have conducted the business in the ordinary course of business, consistent with past practice and in compliance with Law in all material respects, (B) neither Parent nor Purchaser has entered into, amended the terms of or terminated any Contract material to the business, and (C) neither Parent nor Purchaser has experienced a Parent Material Adverse Effect and to the Parent’s knowledge, no circumstance exists that can reasonably be expected to result in a Parent Material Adverse Effect.

4.16. Consideration Securities. The Consideration Securities to be issued to the Seller Parties at Closing will, on the Closing, be duly authorized by all necessary corporate actions and, when so issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and will not be issued in violation of the pre-emptive or similar rights of any person.

4.17. Undisclosed Liabilities. Neither Parent nor Purchaser has any Liabilities except (a) those which are adequately reflected or reserved against in the Parent Financial Statements as of the date thereof, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the date of the Parent Financial Statements and which are not, individually or in the aggregate, material in amount.

4.18. Related Party Transactions. Except as set forth on Section 4.18 of the Purchaser Disclosure Schedule, Parent is not a Party to any contracts or other business relationships with any related Party other than normal employment arrangements and employee benefit plans. Parent is not owed or nor owes any amount from or to any related Parties of the Parent (excluding employee compensation and other ordinary incidents of employment). No property or interest in any property that relates to and is or will be necessary in the present operation of the business, is presently owned or leased by or to any related Party.

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4.19. Data Security and Compliance.

4.19.1 Each of Parent and Purchaser complies, and has in the past three (3) years complied, in each case, in all material respects, with (i) its internal privacy and data security policies, (ii) all applicable rules of self-regulatory organizations and codes of conduct, (iii) industry standards, guidelines and best practices concerning the Processing of Personal Information, (iv) all public statements, representations, obligations, promises, and commitments of the Acquired Companies concerning the privacy, security or the Processing of Personal Information, and (v) all Data Security Requirements. Neither the negotiation nor consummation of the transaction contemplated by this Agreement, nor any disclosure or transfer of information in connection therewith, will breach or otherwise cause any violation of any Data Security Requirement or require the consent, waiver or authorization of, or declaration, filing or notification to, any Person, including any Governmental Entity, under any such Data Security Requirement. All vendors, processors, subcontractors and other Persons acting for or on behalf of the Purchaser or the Parent in connection with the Processing of Personal Information or that otherwise have been authorized to have access to the Parent’s or the Purchaser’s technology, computer software, databases, systems, networks and internet sites and information stored or contained therein and/ or transmitted thereby or the Personal Information in the possession or control of the Parent or the are subject to contractual requirements, compliant with all applicable Data Security Requirements, regarding the Processing of Personal Information, and such processors have in the past three (3) years complied, in each case, in all material respects, with the Data Security Requirements and applicable contractual requirements. Neither Purchaser nor Parent has transferred or authorized the transfer of Personal Information outside of its relevant originating country, except where such transfers have complied with Data Security Requirements. Neither Purchaser nor Parent has combined, transferred, shared or sole any Personal Information in violation of any Data Security Requirements. There are no, and in the past three (3) years have not been any actions, suits, claims, investigations or other legal proceedings pending or threatened against the Parent or the Purchaser concerning any Data Security Requirement or compliance therewith or violation thereof by any Person, including any Governmental Entity. Neither Parent nor Purchaser has entered into any agreement with, or is the subject of any order from, any Governmental Entity regarding data protection, privacy or the collection, use, disclosure, combination, sale or licensing of Personal Information or otherwise pertaining to Data Security Requirements. Neither Parent nor Purchaser is currently Party to any consent order, consent decree, settlement or other similar agreement regarding data protection, privacy or the collection, use, disclosure, sale or licensing of Personal Data, or Data Security Requirements. Neither Parent nor Purchaser is currently or has in the past six (6) years collected, stored or used any credit card information, credit scores, financial account information, social security numbers, health or medical information, any information regarding anyone under the age of thirteen (13) years, or any data designated as “sensitive” under any Data Security Requirement Laws.

4.19.2 Each of Parent and Purchaser have implemented and maintain a Security Plan, which implements disaster continuity plans, business continuity plans, and administrative, technical and physical safeguards designed to protect the integrity and security of the Parent and the Purchaser’s technology, computer software, databases, systems, networks and internet sites and information stored or contained therein or transmitted thereby (including personal data, personally identifiable information and other sensitive information) from loss, damage, misuse or unauthorized use, access, modification or disclosure, including, cybersecurity and malicious insider risks. In the past three (3) years there has been no Cyberbreach of security of personal data or personally identifiable information maintained by or on behalf of the Purchaser or the Parent, (ii) there have been no Cyberbreaches relating to any of the Parent and the Purchaser’s technology, computer software, databases, systems, networks and internet sites and information stored or contained therein or transmitted thereby, and (iii) there has been no phishing, social engineering, business email compromise incident, or other Cyberbreach, that has resulted in a material monetary loss or that has otherwise had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the business of the Parent or the Purchaser. Without limiting the foregoing, the each of the Parent and the Purchaser have implemented backup, security and disaster recovery measures and technology consistent with industry-best practices and has tested those measures and technology at least annually.

4.20. Privacy Policies and Privacy Laws. All Data of any kind possessed or otherwise processed by the Parent or the Purchaser, has been collected by the Parent, the Purchaser or any other Person, and is being maintained, stored, processed and used by the Parent or the Purchaser in compliance in all material respects with all Laws, including without limitation all applicable Information Privacy and Security Laws and the Parent and the Purchaser have all necessary rights, permissions, registrations, permits, certifications, approvals and licenses to all such Data as necessary for the Parent and the Purchaser’s operation of the business.

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4.21. Transactions With Affiliates and Employees. Except as set forth in Section 4.21 of the Purchaser Disclosure Schedules, one of the officers or members of the Parent or the Purchaser and, to the knowledge of the Parent, none of the employees of the Parent or the Purchaser is presently a Party to any transaction with the Parent or the Purchaser (other than for services as employees and officers), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, member or such employee or, to the knowledge of the Parent, any entity in which any officer, member, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $ 50,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Parent and (iii) other employee benefits, including agreements under any equity compensation plan of the Parent.

4.22. Certain Fees. Except as set forth in Section 4.22 of the Purchaser Disclosure Schedules, no brokerage or finder’s fees or commissions are or will be payable by the Parent to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Ancillary Documents. Parent shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 4.22 that may be due in connection with the transactions contemplated by the Ancillary Documents.

4.23. Investment Purpose. Purchaser is acquiring the BEOP Purchased Stock and the DSL Purchased Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Purchaser acknowledges that the BEOP Purchased Stock and the DSL Purchased Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the BEOP Purchased Stock and the DSL Purchased Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Purchaser is able to bear the economic risk of holding the BEOP Purchased Stock and the DSL Purchased Interests for an indefinite period (including total loss of its investment) and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

4.24. Independent Investigation.

4.24.1 Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise), or assets of the Acquired Companies, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Seller Parties and the Acquired Companies for such purpose.

4.24.2 Buyer acknowledges that (i) none of the Seller Parties, the Acquired Companies, nor any other Person on behalf of Seller Parties or the Acquired Companies has made any representation or warranty, expressed or implied, as to the Acquired Companies or the BEOP Purchased Stock and the DSL Purchased Interests, or the accuracy or completeness of any information regarding the Acquired Companies or the BEOP Purchased Stock and the DSL Purchased Interests furnished or made available to Purchaser, or any other matter related to the transactions contemplated herein, other than those representations and warranties expressly set forth in Article III of this Agreement (including the related portions of the Seller Disclosure Schedules), (ii) in determining to enter into this Agreement, Purchaser has not relied on any representation or warranty from any Seller Party, the Acquired Companies or any other Person on behalf of Seller Parties or the Acquired Companies, or upon the accuracy or completeness of any information regarding the regarding the Acquired Companies or the BEOP Purchased Stock and the DSL Purchased Interests furnished or made available to Purchaser, other than those representations and warranties expressly set forth in Article III of this Agreement (including the related portions of the Seller Disclosure Schedules), and (iii) none of the Seller Parties, the Acquired Companies or any other Person acting on behalf of the Seller Parties or the Acquired Companies shall have any liability to Purchaser or any other Person with respect to any projections, forecasts, estimates, plans, or budgets of future revenue, expenses, or expenditures, future results of operations, future cash flows, or the future financial condition of the Acquired Companies or the future business, operations, or affairs of the Acquired Companies, except as expressly set forth in Article III of this Agreement (including the related portions of the Seller Disclosure Schedules).

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ARTICLE V
COVENANTS

5. Covenants of the Parties.

5.1. Tax.

5.1.1 Tax Returns.

A. CAUD will, at its sole cost and expense, prepare and file – or cause to be prepared and filed – the Tax Returns (the “Pre-Closing Tax Returns”) of each of the Acquired Companies for all taxable periods commencing before the Closing Date and ending on or before the close of business on the Closing Date (the “Pre-Closing Tax Periods”). Such Pre-Closing Tax Returns shall be prepared in a manner consistent with the past practices and prior filings of BEOP and/or DSL (as the case may be) with respect to the treatment of the Tax Items on such Pre-Closing Tax Returns, except as directed in writing by the CAUD’s tax advisor to comply with applicable Law. None of the Acquired Companies nor the Seller Parties (with respect to Tax Items attributable to either Acquired Company) shall make or change any election, adopt any accounting method, or take any position on any Pre-Closing Tax Return that is inconsistent with past practices, unless such action is recommended in writing by the Seller’s tax advisor to comply with applicable Law. Prior to filing any Pre-Closing Tax Return, CAUD shall deliver such Tax Returns, within twenty (20) Business Days prior to the date such Tax Returns (the “Pre-Closing Returns”) are required to be filed, to the Purchaser for its review, comment and approval, and CAUD shall make (or shall cause to be made) such revisions as are reasonably requested by the Purchaser; provided, however, Purchaser’s approval shall not be unreasonably conditioned, withheld, or delayed, and upon the expiration of such 20 day period, Purchaser will be deemed to have approved such Tax Return(s), unless it objects in writing.

B. Except for the Pre-Closing Returns, Purchaser will prepare and file all other Tax Returns of each of the Acquired Companies for any Tax other period. With respect to any Tax Return for a Straddle Period, prior to filing such Tax Return, Purchaser shall deliver such Tax Returns within twenty (20) Business Days prior to the due date for the same to CAUD for its review and comment before the filing thereof, and Purchaser shall make such revisions as are reasonably requested by the CAUD; provided however, that CAUD’s requested revisions shall not be unreasonably conditioned, withheld, or delayed, and upon the expiration of such 20 day period, CAUD will be deemed to have approved such Tax Return(s), unless it objects in writing.

C. The Purchaser and the Selling Parties shall execute such consents and other documents in order to effect the provisions of this Section 5.1 as may be reasonably necessary or appropriate under the Code and regulations thereunder and under relevant local, state and foreign Laws.

D. In the case of any Straddle Period Tax Return, the amount of any Taxes shall be borne and shared between CAUD and Purchaser as set forth in this Section 5.1.1D.

(i)

Subject to Section 5.1.4B, which shall govern how DSL reports its taxable income (or loss) and other Tax Items through the Closing Date (as the same will flow through to DSL’s members, payment and/or sharing of any Taxes), which are based on or measured by income or receipts of either Acquired Company, shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for added clarity will include the Closing Date).

(ii)

Payment and/or sharing of all Taxes of BEOP and/or DSL for such Straddle Period shall be allocated between CAUD and the Purchaser based on the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which, in the case of such Taxes allocable to CAUD, is the number of days in the portion of the taxable period ending on and including the Closing Date and, in the case of such Taxes allocable to the Purchaser is the number of days in the portion of the taxable period commencing on the date immediately following the Closing Date, and the denominator of which in each case is the number of days in such taxable period.

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E. Any Taxes allocable to the CAUD under Section 5.1, and all Taxes shown to be due on any Pre-Closing Return, shall be paid promptly by CAUD or, if the Purchaser has already paid or caused such Taxes to be paid, then CAUD shall promptly reimburse and pay the amount of any such Taxes, and in any case within ten (10) days, to the Purchaser.

F. The Parties agree that (x) DSL shall make an election to apply the procedure described in Section 6226 of the Code (and any corresponding procedure under state or local income Tax Law) with respect to any audit of any Pre-Closing Tax Period or portion thereof for which DSL was treated as a partnership for U.S. federal income (and applicable state or local) Tax purposes and (y) CAUD shall make or cause to be made an election to apply the procedure described in Section 6226 of the Code (and any corresponding procedure under state or local income Tax Law) with respect to any audit of any Straddle Period, in each case to the extent permitted by applicable Law.

5.1.2 Transfer Taxes. All federal, state, local or foreign or other excise, sales, use, value added, transfer (including real property transfer or gains), stamp, documentary, filing, recordation and other similar Taxes and fees that may be imposed or assessed as a result of the transactions contemplated in this Agreement, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties (“Transfer Taxes”), shall be borne entirely by CAUD. Any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared by CAUD, and CAUD shall use commercially reasonable efforts to provide such Tax Returns to the Purchaser at least ten (10) Business Days prior to the date such Tax Returns are due to be filed. The Purchaser and CAUD shall cooperate in the timely completion and filing of all such Tax Returns.

5.1.3 Tax Cooperation. The Purchaser and CAUD shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of any Tax Returns pursuant to this Section 5.1.3 or any other Tax Returns relating to the operations of BEOP and/or DSL, and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

5.1.4 Tax Treatment.

A. Generally. The Parties recognize and intend that the purchase of the BEOP Purchased Stock and the DSL Purchased Interests shall be treated as a taxable transfer. The Parties agree (1) to report for all income tax purposes (i.e., foreign, U.S. federal, state and local) the transactions occurring pursuant to this Agreement according to the terms of this Agreement, and (2) will not take a position inconsistent with such treatment on any Tax Return or proceeding unless otherwise required by Law or a final determination to the contrary.

B. DSL Purchased Interests. The Parties acknowledge and agree that, for U.S. federal income tax purposes, the purchase and sale of the DSL Purchased Interests shall be treated in accordance with the principles set forth in Revenue Ruling 99-6, Situation 2. Specifically, the transaction shall be treated as if (i) DSL made a liquidating distribution of all of its assets to CAUD and Greenberg, and (ii) Buyer purchased all of such assets of DSL from CAUD and Greenberg. Additionally, DSL shall terminate as a partnership under Section 708(b)(1)(A) of the Code at the end of the Closing Date. Accordingly, CAUD shall cause the final federal and applicable state and local partnership tax returns for DSL, which ends on the end of the Closing Date, to be prepared and timely filed in accordance with Section 5.1 of this Agreement. All items of income, gain, loss, deduction, and credit of DSL for the taxable year that includes the Closing Date and that are attributable to the period ending on the Closing Date shall be allocated to CAUD and Greenberg in accordance with Section 5.1.1A.

C. Allocation Between BEOP Purchased Stock and the DSL Purchased Interests. The Parties agree that the Purchase Price (including any assumed liabilities or other amounts to the extent properly taken into account under the Code) in exchange for the BEOP Purchased Stock and the DSL Purchased Interests pursuant to this Agreement will be allocated as set forth in Section 5.1.4B above between the BEOP Purchased Stock and the DSL Purchased Interests.

D. Portion of Purchase Price. The portion of the Purchase Price (including the portion of assumed liabilities), which is allocated to the DSL Purchased Interests (“DSL Purchase Price”) as set forth in the preceding subparagraph, shall then be allocated among the assets of DSL in accordance with the Code, the Treasury Regulations promulgated. Not later than ninety (90) days after the finalization of, the Purchaser shall prepare and deliver to the CAUD an allocation of the Purchase Price (as determined for income tax purposes) among the assets of DSL in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Tax Allocation”). The Tax Allocation will be binding on the Parties hereto and will not be subject to appeal or further review absent manifest error. The Purchaser and CAUD shall each duly and timely file (or cause to be filed) all respective forms required to be filed by them or on behalf of DSL in connection with this Agreement as and when required and shall promptly furnish a copy of such forms to the other party promptly after filing.

E. Purchase Price Adjustments. If the Purchase Price is adjusted pursuant to this Agreement, such adjustment shall first (1) be allocated between the BEOP Purchased Stock and the DSL Purchased Interests, and (2) then, the portion of the adjustment allocated to the DSL Purchased Interests shall be further allocated among the assets of DSL as set forth in this Section 5.1.4E.

5.1.5 Tax Contests. Each of the Purchaser, on one hand, and each of the Selling Parties, on the other hand, shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party may be liable hereunder. Purchaser shall have the right to control all investigations, responses to assessments, and any other proceedings with respect to any Taxes of either Acquired Company and may make any decisions in connection with the same; provided, however, that if such proceeding would reasonably be expected to adversely affect the Tax liability of CAUD, (a) CAUD at its own expense may participate in the proceedings related to such Tax proceeding, (b) the Purchaser shall keep CAUD reasonably and timely informed with respect to the commencement, status and nature of such Tax proceeding, and (c) the Purchaser shall consider any reasonable comments proposed by CAUD that are related to the defense of such Tax proceeding.

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5.2. Conduct of Business Prior to the Closing. From the Execution Date through the Closing Date, except as otherwise provided in this Agreement or consented to in writing by Purchaser and Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller Parties (i) will not cause any material change to the financial condition or prospects of the Acquired Companies, individually or taken as a whole, and (ii) shall cause each Acquired Company to (A) conduct its business in an ordinary manner consistent with past practice; and (B) use best efforts to maintain and preserve intact its current organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of, and keep available the services of, its employees, officers, consultants, customers, vendors, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the Execution Date through the Closing Date, the Seller Parties shall cause each Acquired Company to:

A. Preserve and maintain all Permits required for the conduct of the Business as currently conducted or for the ownership and use of the assets of each Acquired Company;

B. Not enter into any transaction, or series of related transactions, that create any Liability in excess of $100,000 without the prior written consent of Purchaser and Parent;

C. Not hire, fire or amend the terms of any employment or consulting arrangements with employees making in excess of $100,000 annually or contractors making in excess of $25,000, in each case without the prior written consent of Purchaser and Parent;

D. Pay their respective debts, taxes and other obligations when due;

E. Continue to collect all accounts receivable in a manner consistent with past practice, without discounting any such accounts receivable;

F. Maintain their respective properties and assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;

G. Defend and protect their respective properties and assets from infringement or usurpation;

H. Perform all of their respective obligations under all Contracts;

I. Maintain in full force and effect all registrations of their respective Intellectual Property in effect as of the date hereof;

J. Maintain in full force and effect, and pay all premiums when due on, all insurance policies covering their respective business and not permit any such policies to be cancelled or terminated or any coverage thereunder to lapse prior to the Closing Date;

K. Maintain their respective books and records in accordance with past practice; and

L. Comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the assets of each Acquired Company.

5.3. Parent Common Stock. From the Execution Date until the Closing, without the Seller Parties’ consent, Parent shall not issue any shares of capital stock, or options, warrants or other agreements to issue capital stock if as a result of such issuance the Consideration Shares, when issued to the Seller Parties on the Closing Date, will represent less than forty-nine percent (49%) of the outstanding Parent Common Stock on a Fully-Diluted Basis.

5.4. Access to Information. From the Execution Date through the Closing, (A) the Seller Parties shall afford Purchaser and Parent and their representatives full access to and the right to inspect all of the properties, assets, premises, books and records, Contracts and other documents and data related to either Acquired Company or its business, and Purchaser and Parent shall afford the Seller Parties full access to and the right to inspect all of the properties, assets, premises, books and records, Contracts and other documents and data related to either Acquired Company or its business; (B) the Seller Parties shall furnish Purchaser and Parent and their respective representatives with such financial, operating and other data and information related to either Acquired Company or its business as Purchaser or Parent or any of their respective representatives may reasonably request, and Purchaser and Parent shall furnish the Seller Parties with such financial, operating and other data and information related to either Acquired Company or its business as the Seller Parties may reasonably request; and (C) the Seller Parties shall instruct their representatives to reasonably cooperate with Purchaser and Parent in their investigation of the Business or the operations of the Acquired Companies and its business, and Purchaser and Parent shall instruct it representatives to reasonably cooperate with the Seller Parties in their investigation of the Business or the operations of the Acquired Companies and its business. Any investigation pursuant to this Section 5.4 shall be conducted during normal business hours upon reasonable advance notice to the Seller Parties and in such manner as not to interfere unreasonably with the conduct of the Business or any other businesses of any Party and shall be at the cost and expense of the requesting Purchaser or Parent, on the one hand, or the requesting Seller Party, on the other. No investigation by the Seller Parties or other information received by the Seller Parties or the other Parties shall operate as a waiver or otherwise diminish, obviate or affect any representation, warranty, indemnification obligation or agreement given or made by such Party in this Agreement.

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5.5. Efforts to Consummate. Subject to the terms and conditions in this Agreement, each of the Parties shall use their respective reasonable best efforts to take or cause to be taken all action and do or cause to be done all things reasonably necessary, proper or advisable to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and the Ancillary Documents, including, but not limited to, the obtaining of all consents, authorizations, orders and approvals of any Person required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Documents.

5.6. Negotiation with Others.

5.6.1 Negotiation. From and after the date hereof, until the earlier of the Closing Date or the termination of this Agreement pursuant to this Agreement, no Seller Party shall, and the Seller Parties shall cause each Acquired Company not to, directly or indirectly (through any managers, officers, directors, investment bankers, consultants, advisors, brokers, finders, representatives, agents or otherwise): (i) solicit, initiate discussions, discuss or engage in negotiations with any Person (whether such negotiations are initiated by a Seller Party or otherwise), concerning the possible acquisition, recapitalization or reorganization (whether by way of merger, reorganization, purchase of interests, purchase of indebtedness, purchase of assets, issuance or sale of shares or securities or otherwise) of any Acquired Company (collectively, a “Transaction”); (ii) provide information with respect to any Acquired Company to any Person relating to a Transaction with any Acquired Company; or (iii) enter into any agreement or understanding with any Person, concerning a Transaction with any Acquired Company. If any Seller Party or Acquired Company receives any unsolicited offer or proposal to enter into negotiations relating to a Transaction or for any information concerning any Acquired Company, then the Seller Parties shall promptly notify the Purchaser and Parent of such offer or proposal, the identity of the Person making such offer or proposal and the terms of such offer or proposal (including, without limitation, the purchase price and financing therefor).

5.6.2 Disposition of Securities or Assets; Solicitation; Voting. From and after the date hereof and until the earlier of the Closing Date or the termination of this Agreement pursuant to this Agreement, each Seller Party shall, (i) refrain from transferring, selling or assigning to any Person or agreeing in any manner to transfer, sell or assign to any Person or pledge, encumber, deposit in a voting trust or grant a proxy with respect to any shares or other securities or assets of any Acquired Company presently or hereafter owned or controlled by such Seller Party and shall cause each Acquired Company to refrain from the foregoing or from issuing any equity or options in such Acquired Company; (ii) refrain from soliciting or entering into any agreement or arrangement with any Person with respect to any transfer, sale or assignment of any shares or other securities or assets of any Acquired Company and shall cause each Acquired Company to refrain from the foregoing; and (iii) vote all shares currently or hereafter owned or controlled by such Seller Party in favor of the transactions contemplated by this Agreement and against any other sale of shares, merger, consolidation, sale of assets, reorganization, recapitalization, liquidation or winding-up of any Acquired Company.

5.6.3 Breach of Section 5.6.1 or 5.6.2. The Parties recognize and acknowledge that a breach by any Seller Party of Section 5.6.1 or 5.6.2 will cause irreparable and material loss and damage for the Purchaser and Parent, the amount of which is not readily determinable, and that, in addition to any remedy the Purchaser or Parent may have in damages by an action at law, it shall be entitled to the issuance of an injunction restraining any such breach or any other remedy at law or in equity for any such breach.

5.7. Further Assurances. Following the Closing, each of the Parties hereto shall, and shall cause their respective Affiliates to, without additional consideration, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the Ancillary Documents.

5.8. Supplement to Disclosure Schedules.

5.8.1 Within fourteen (14) days following the Execution Date, the Seller Parties shall deliver an amended copy of the Seller Disclosure Schedules.

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5.8.2 From time to time from the date of this Agreement through the Closing Date, each Party shall promptly supplement or amend any Disclosure Schedule to this Agreement with respect to any matter hereafter arising, which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule. Any such supplement or amendment made under this Section 5.8 shall be deemed to amend and supplement the Disclosure Schedules theretofore provided for all purposes of this Agreement, including for purposes of determining the accuracy of the representations and warranties of the Parties as of the Closing Date.

5.9. CAUD Q1 2025 Financial Statements. Immediately becoming available, CAUD will deliver to Purchaser and Parent a copy of the unaudited financial statements consisting of the balance sheet of CAUD as of March 31, 2025 and the related statements of income and stockholders’ equity and cash flow for the three-month period then ended (the “CAUD Q1 2025 Unaudited Financial Statements”), which shall become a part of the “CAUD Financial Statements”.

5.10. Notice of Certain Events.

A. From the Execution Date through the Closing Date any of the following events occurs, the Seller Parties shall promptly notify all other Parties in writing, after discovery thereof by the either of the Seller Parties:

(i) Any fact, circumstance, event or action the existence, occurrence or taking of which (1) has had, or could reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect, (2) has resulted in, or could reasonably be expected to result in, any representation or warranty made by any Seller Party hereunder not being true and correct, or (3) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in ARTICLE VII to be satisfied;

(ii) Any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or any Ancillary Document;

(iii) Any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or any Ancillary Document or otherwise; and

(iv) Any Actions commenced or, to the Seller Parties’ knowledge, threatened against, relating to or involving or otherwise affecting either Seller Party or Acquired Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Section 5.10 or that relate to the consummation of the transactions contemplated by this Agreement and the Ancillary Documents.

B. From the Execution Date until the Closing, Purchaser and Parent shall promptly notify the Seller Parties in writing of:

(i) Any fact, circumstance, event or action the existence, occurrence or taking of which (1) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (2) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Purchaser hereunder not being true and correct, or (3) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in ARTICLE VII to be satisfied;

(ii) Any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement;

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(iii) Any notice or other communication from any governmental authority in connection with the transactions contemplated by this Agreement; and

(iv) Any actions commenced or, to Purchaser’s or Parent’s knowledge, threatened against, relating to or involving or otherwise affecting this Agreement, that would have been required to have been disclosed pursuant to Section 4.8 or that relates to the consummation of the transactions contemplated by this Agreement.

C. A Party’s receipt of information pursuant to this Section 5.10 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by any other Party in this Agreement (including Section 8.2, Section 8.3, Section 9.1.2 and Section 9.1.3) and shall not be deemed to amend or supplement the Disclosure Schedules.

5.11. Press Releases and Public Announcement. The Parties agree that the initial press release with respect to the execution and delivery of this Agreement shall be a release that is mutually agreed to by Purchaser and Parent, on the one hand, and the Seller Parties, on the other. The Parties agree that the Form 8-K that CAUD will file upon execution of this Agreement shall be in the form and substance as mutually agreed to by Purchaser and Parent, on the one hand, and CAUD, on the other. Thereafter, no Party will, except as may be required to comply with applicable Laws, issue any press release or make any public announcement relating to this Agreement or amend the Form 8-K that CAUD will file upon execution of this Agreement, without the prior written approval of, Purchaser and Parent, on the one hand, and the Seller Parties, on the other. The Parties further agree that any press release or public announcement required by applicable Laws shall only be made after reasonable notice to the Purchaser and Parent (in the case of notice by any Seller Party) or to the Seller Parties (in the case of notice by the Purchaser or Parent).

5.12. Stockholder Meeting. CAUD shall prepare and cause to be filed with SEC, or amend or supplement as necessary, a proxy statement (the “Proxy Statement”) to be sent to the CAUD Stockholders to solicit the CAUD Stockholder Approval at a meeting of the CAUD Stockholders (the “CAUD Stockholder Meeting”) as promptly as practicable following the execution of this Agreement. If at any time prior to the CAUD Stockholder Meeting any event with respect to any Party or any of their respective officers and directors or subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such Party, as applicable, shall promptly inform the other Parties thereof in writing so that such event may be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by Laws, disseminated to the CAUD Stockholders. None of the information supplied or to be supplied by or on behalf of any Seller Party or Acquired Company for inclusion in the Proxy Statement does or will, on the date of mailing to the CAUD Stockholders or at the time of the CAUD Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

5.13. Regulatory Matters and Approvals.

5.13.1 Subject to the terms and conditions of this Agreement, each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws and regulations to consummate and make effective the Agreement. Subject to the terms and conditions of this Agreement, the Parties will use commercially reasonable efforts to obtain as promptly as practical consents, approvals and authorizations of all third parties and Governmental Entities necessary or desirable for the consummation of the Agreement.

5.13.2 In furtherance of the foregoing, as soon as practicable after the date of this Agreement, each Party shall prepare and file with each Governmental Entity having jurisdiction all applications and documents required to obtain, and shall use its commercially reasonable efforts to obtain, each necessary approval of or consent to consummate this Agreement. Subject to applicable Laws, each Party shall provide the other Party with reasonable opportunity to review and comment upon such applications and documents before filing and no Party shall file any such application, document, amendment or supplement without the prior written consent of the other Parties.

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5.14. Sale of Name and Logo; Name Change. In connection with the transactions contemplated herein, CAUD hereby sells, assigns, and transfers, and Purchaser hereby acquires and assumes, for no additional consideration, all right, title, and interest in the name and use of the name “Collective Audience” and “CAUD,” as well as all logos related to the foregoing. Within five (5) Business Days following the Closing Date, CAUD shall file, or cause to be filed, with the appropriate Governmental Authority an amendment to the certificate of incorporation changing the name of CAUD to a name that is not similar to any of “Collective Audience” or “CAUD” (or combination, plural or derivative thereof). Notwithstanding the above, Purchaser hereby authorizes CAUD to use, for a three (3)-month period beginning on the Closing Date, the names “Collective Audience” or “CAUD” in connection with, and only in connection with, (a) CAUD’s collection of accounts receivable outstanding as of the Closing, and the depositing of any funds related thereto, and (b) CAUD’s payment of trade or accounts payable outstanding as of the Closing. Additionally, Purchaser hereby authorizes CAUD to use the names “Collective Audience” or “CAUD” for any actions necessary to wind down, dissolve and liquidate CAUD.

ARTICLE VI
CLOSING DOCUMENTS

6. Closing Documents.

6.1. Seller Parties Closing Documents. At the Closing, the Seller Parties shall deliver or cause to be delivered to Purchaser and Parent the following, each duly executed by the applicable Seller Party:

A. The Holdback Agreement, in form and substance agreed upon by Parent, Purchaser and Seller Parties;

B. The Lock-up Agreements;

C. A duly completed, executed, and dated assignment of Membership Interests under which all right, title and interest in the DSL Purchased Interests shall be transferred, conveyed and assigned to the Purchaser, free and clear of any Liens other than restrictions on transfer arising under applicable federal and state securities laws in each instance;

D. Duly completed, executed, and dated share transfer forms (ordres de mouvements) in respect of all the BEOP Purchased Stock;

E. True, complete, and correct copies of the general assemblies register (registre des Assemblées générales), the President decisions register (registre des décisions du Président), the shareholders’ accounts (comptes d’actionnaires) and the shares transfer register (registre des mouvements de titres) of BEOP, duly up-to-date as at the Closing Date (before Closing);

F. The Greenberg Consulting Agreement, with the terms set forth on Exhibit B and otherwise in form and substance agreed upon by Parent, Purchaser and Greenberg (the “Greenberg Consulting Agreement”);

G. The Greenberg Earnout Agreement, with the terms set forth on Exhibit B and otherwise in form and substance agreed upon by Parent, Purchaser and Greenberg (the “Greenberg Earnout Agreement”);

H. Each of the employment agreements and/or consulting agreements required by Purchaser and Parent;

I. Restrictive Covenants Agreements with each of CAUD and Greenberg, in substantially the forms of Exhibit C-1 and Exhibit C-2 attached hereto (collectively, the “Restrictive Covenants Agreements”);

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J. Each of the other restrictive covenant agreements required by Purchaser and Parent;

K. The third-party consents listed on Section 3.5 of the Seller Disclosure Schedule and copies of all registrations, filings, applications and notices necessary or desirable for the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, in form and substance satisfactory to the Purchaser and Parent;

L. A certificate executed by a duly authorized officer of each Seller Party that the representations and warranties of each Seller Party contained in this Agreement, any schedule delivered pursuant hereto and in any other Ancillary Document to which he or it is a party are true and correct in all respects with the same effect as if made on and as of the Closing Date;

M. A certificate executed by a duly authorized officer of each Seller Party that each of the conditions set forth in Section 7.1 have been satisfied and that each Seller Party has performed all the covenants, agreements and obligations contained in this Agreement and each Ancillary Document to be performed or complied with by such Seller Party on or prior to the Closing Date;

N. A certificate executed by a duly authorized officer of each Seller Party that no event, occurrence, fact, condition, change, development or effect that has not been disclosed on Section 3.37 of the Seller Disclosure Schedules or on the Balance Sheet or Interim Balance Sheet (as applicable) shall exist or have occurred or come to exist or been threatened that, individually or in the aggregate, has had or resulted in or could reasonably be expected to become or result in a Seller Material Adverse Effect;

O. A certificate executed by the secretary or equivalent officer of each Seller Party certifying as correct the following: (i) a copy of the resolutions of the Board of Directors or Managers, as applicable, and stockholders or members, as applicable, of such Seller Party, in accordance with such Seller Party’s bylaws or operating agreement, authorizing the execution, delivery and performance of this Agreement and all other Ancillary Documents contemplated by this Agreement delivered on behalf of such Seller Party; (ii) that such resolutions constitute all of the resolutions of the Board of Directors or Managers, as applicable, and stockholders or members, as applicable, of such Seller Party relating to such transactions and have not, in each case, been amended or modified as of the Closing Date; (iii) the incumbency and specimen signature of such Seller Party officer executing this Agreement and any other Ancillary Documents contemplated by this Agreement delivered on behalf of such Seller Party; and (iv) that attached thereto are (A) a true and complete copy of the Certificate of Incorporation (or equivalent thereof) of CAUD, as in effect on the Closing Date, certified as of a recent date, by the Secretary of State of the State of Delaware; (B) a true and complete copy of the bylaws of CAUD, as in effect on the Closing Date; (C) a certificate of good standing as of a date no more than five (5) days prior to the Closing Date, from the Secretary of State of Delaware and of each state or province in which CAUD is qualified to do business as a foreign corporation and (D) a certificate of tax good standing for CAUD as of a date no more than five (5) days prior to the Closing Date;

P. A certificate executed by the secretary or equivalent officer of each Acquired Company certifying as correct the following: that attached thereto are (i) a true and complete copy of the Certificate of Incorporation (or equivalent thereof) of such Acquired Company, as in effect on the Closing Date, certified, as of a recent date, by the Secretary of State of the State of Utah, with respect to DSL, and the Republic of France, with respect to BEOP; (ii) a true and complete copy of the bylaws or operating agreement of such Acquired Company, as in effect on the Closing Date; (iii) a certificate of good standing as of date no more than five (5) days prior to the Closing Date, from the Secretary of State of the State of Utah, with respect to DSL, and from the French Commercial Court (extrait K-Bis), with respect to BEOP, and of each state or province in which such Acquired Company is qualified to do business as a foreign corporation or limited liability company and (iv) a certificate of tax good standing for each Acquired Company as of date no more than five (5) days prior to the Closing Date;

Q. Resignations of the directors, managers and officers of each Acquired Company effective as of the Closing Date;

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R. Each Acquired Company shall have repaid in full all indebtedness, guaranties or other obligations of such Acquired Company for borrowed money, and the Purchaser and Parent shall have received evidence of such repayments and releases in form and substance satisfactory to the Purchaser and Parent in their sole discretion;

S. All amounts owed to an Acquired Company by the other Acquired Company or by any Seller Party or officer, director or employee of either Acquired Company shall have been repaid in full to the applicable Acquired Company, and the Purchaser and Parent shall have received evidence of such repayment in form and substance satisfactory to the Purchaser and Parent in their sole discretion;

T. All of the assets of each Acquired Company shall be free and clear of all Liens (other than Permitted Liens) and the Purchaser and Parent shall have received confirmation of release of any security interests, pledges or other Liens, in form and substance satisfactory to the Purchaser and Parent;

U. A certificate by DSL of non-foreign status in accordance with Section 1445 of the Code and the Treasury Regulations promulgated thereunder, duly executed by DSL;

V. Duly completed, executed and dated tax transfer forms (formulaire cerfa n°2759 DGI) relating to the sale of BEOP Purchased Stock; if applicable, the Purchaser shall be responsible for the payment of the registration duties payable to the French tax authorities as a result of the transfer of the BEOP Purchased Stock;

W. All documentation required for the Purchaser and Parent to comply with its obligations under Section 1446 with respect to DSL, including any required withholding and remittance to the Internal Revenue Service;

X. A properly completed and executed IRS Form W-9 for CAUD and for Greenberg certifying each of the same’s taxpayer identification number and status for U.S. federal income tax purposes;

Y. If required by applicable state or local Law, a clearance certificate or similar document from the relevant taxing authority(ies) evidencing that each Acquired Company has paid all applicable Taxes due through the Closing Date and that no outstanding Tax liabilities exist that could result in successor liability for the Parent or Purchaser;

Z. Evidence that all filings required to be made by any Seller Party with the SEC have been filed with the SEC, in form and substance satisfactory to the Purchaser and Parent, including;

AA. The Board of Directors of the Purchaser and Parent shall have approved this Agreement and the Ancillary Documents; and

BB. All other bills of sale, contracts, assignments, assumptions, endorsements, documents of transfer and all other writings as may be required, necessary or reasonably requested by Purchaser or Parent to sell, transfer, convey, assign and otherwise deliver to, and vest in, Purchaser absolute ownership, and quiet enjoyment and possession, of the BEOP Purchased Stock and DSL Purchased Interests, in form and substance satisfactory to the Purchaser and Parent and their respective counsel.

6.2. Purchaser and Parent Closing Documents. At the Closing, Purchaser and Parent shall deliver to the Seller Parties the following, each duly executed by Purchaser and/or Parent, as applicable:

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A. The Holdback Agreement;

B. The Lock-up Agreements;

C. The Greenberg Consulting Agreement;

D. The Greenberg Earnout Agreement;

E. Evidence (delivered by Parent) satisfactory to the Seller Parties that the Consideration Shares have been delivered to the Seller Parties (in book entry form) and registered with the Transfer Agent in the name of the Seller Parties, as applicable, in accordance with Section 2.2.1;

F. The Irrevocable Transfer Agent Instructions;

G. The employment and/or consulting agreements executed by Purchaser;

H. The Restrictive Covenants Agreement;

I. A certificate executed by a duly authorized officer of Purchaser and Parent that each of the conditions set forth in Section 7.2 have been satisfied; and

J. A certificate executed by the secretary of the Purchaser and Parent certifying as correct the following: (i) a copy of the resolutions of the Purchaser and Parent authorizing the execution, delivery and performance of this Agreement and all other Ancillary Documents contemplated by this Agreement delivered on behalf of Purchaser and Parent; (ii) the incumbency and specimen signature of the officer of the Purchaser and Parent executing this Agreement and any other Ancillary Documents contemplated by this Agreement delivered on behalf of Seller; (iii) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of the State of Delaware; and (iv) a certificate of good standing or similar certificate of Parent, issued not earlier than ten (10) days prior to the Closing Date by the State of Delaware.

ARTICLE VII
CLOSING CONDITIONS

7. Conditions to Obligations

7.1. Conditions to Obligations of Purchaser and Parent. Purchaser’s and Parent’s obligation to close the transactions contemplated hereby shall be subject to the satisfaction or waiver of the following conditions on or prior to the Closing, which are for the exclusive benefit of Purchaser and Parent and may be waived, in whole or in part, by Purchaser and Parent in their sole discretion:

7.1.1 The representations and warranties of Seller Parties contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

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7.1.2 Each Seller Party shall have duly performed and complied with all agreements, covenants and conditions required by this Agreement and the Ancillary Documents to be performed or complied with by him or it prior to or on the Closing Date.

7.1.3 No Action shall have been commenced against any Seller Party which would prevent the Closing or impact any Acquired Company. No injunction or restraining order or other order shall have been issued by any Governmental Entity, or be in effect, which restrains or prohibits any transaction contemplated hereby or impact any Acquired Company.

7.1.4 Each Seller Party and Acquired Company shall be in compliance with all applicable Laws and each Acquired Company shall have obtained all Permits necessary to conduct the business and operations of such Acquired Company as conducted as of the Closing Date, and such Permits shall be valid and in full force and effect as of the Closing Date and shall continue to be after consummation of the transactions contemplated by this Agreement and the Ancillary Documents.

7.1.5 All approvals, consents and waivers that are listed on the Seller Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Purchaser and Parent at or prior to the Closing.

7.1.6 Since the date of this Agreement, there shall not have occurred any Seller Material Adverse Effect, nor shall any event or events, facts, conditions, conditions or developments have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Seller Material Adverse Effect.

7.1.7 Purchaser and Parent shall have received all of the Closing deliveries to be provided by the Seller Parties in accordance with Section 6.1.

7.1.8 Purchaser, Parent and the Seller Parties shall have agreed upon all of the exhibits and annexes hereto.

7.1.9 In their sole discretion, Purchaser and Parent shall have determined and agreed, that the Seller Disclosure Schedules, as supplemented and amended in accordance with Section 5.8, are satisfactory to Purchaser and Parent.

7.1.10 Purchaser and Parent shall have completed their due diligence review of the Acquired Companies, and the results of such due diligence shall be satisfactory to Purchaser and Parent in their sole discretion; and

7.1.11 the types of securities to be issued by Parent under this Agreement and the terms under which such securities shall be issued must be approved by CAUD, Gregg and Parent.

7.2. Within forty-eight (48) hours after the Closing, the stockholders of Parent (excluding the Seller Parties for the purposes of such vote or consent) shall appoint four (4) directors to the board of directors of Parent and CAUD shall appoint three (3) directors to the board of directors of Parent. Within 15 days after the Closing Date, the board of directors of Parent shall designate an acting chairperson of the board of directors of Parent. The acting chairperson shall be selected from among the then-serving members of the board of directors of Parent within seven (7) days after the Closing.

7.3. Conditions to Obligations of Seller Parties. Seller Parties’ obligation to close the transactions contemplated hereby shall be subject to satisfaction or waiver of the following conditions on or prior to the Closing, which are for the exclusive benefit of the Seller Parties and may be waived, in whole or in part, by Seller in its sole discretion:

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7.3.1 The representations and warranties of Purchaser contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

7.3.2 Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

7.3.3 From the date of this Agreement, there shall not have occurred any material adverse effect with respect to Purchaser or Parent, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a material adverse effect with respect to Purchaser or Parent.

7.3.4 In their sole discretion, each of the Seller Parties shall have determined and agreed that the Purchaser Disclosure Schedules, as supplemented and amended in accordance with Section 5.11, are satisfactory to each of the Seller Parties; and

7.3.5 The types of securities to be issued by Parent under this Agreement and the terms under which such securities shall be issued must be approved by CAUD, Gregg and NYIAX.

ARTICLE VIII
INDEMNIFICATION

8. Indemnification.

8.1. Survival. The representations and warranties contained in ARTICLE III and ARTICLE IV shall survive the Closing and shall remain in full force and effect until the date that is twenty four (24) months after the Closing Date, except as to matters as to which the indemnified party has made a written claim for indemnification on or prior to such date, in which case the right to indemnification with respect thereto shall survive the expiration of such period until such claim for indemnification is finally resolved and any obligations with respect thereto are fully satisfied; provided, however, that (i) the representations and warranties set forth in Sections 3.1 (Sell Side Authorization), 3.3 (No Conflict, Breach, Violation, Etc.) 3.6 (Capital Stock), 3.11 (Organization and Good Standing of Acquired Companies), 3.16 (Equity), 4.1 (Incorporation and Good Standings) and, 4.2.2 (No Conflict, Breach, Violation, Etc.), shall survive the Closing indefinitely, and (ii) the representations and warranties set forth in Sections 3.10 (Certain Fees), 3.18 (Undisclosed Liabilities), 3.19 (Legal Proceedings), 3.31 (Personnel Matters), 3.32 (Employee Benefits), 3.33(Tax), 3.35 (Environmental Matters), 4.8 (Legal Proceedings), 4.10 (Tax), 4.14 (Environmental Matters) and 4.22 (Certain Fees) shall survive the Closing for the applicable statute of limitations plus sixty (60) days (the representations and warranties set forth in clauses (i) and (ii), collectively, the “Fundamental Representations”). Any claims for fraud, willful misconduct, or intentional misrepresentation shall last indefinitely. Except as otherwise expressly provided in this Section 8.1, the covenants and agreements of the Parties made in or pursuant to this Agreement will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby until sixty (60) calendar days after the expiration of the relevant statute of limitations.

8.2. Indemnification by Seller Parties. (i) CAUD and its successors and permitted assigns (with respect to DSL and BEOP and the Seller Representative) and Greenberg (with respect to DSL) shall, jointly and severally, and (ii) CAUD and its successors and permitted assigns shall (with respect to itself) and Greenberg (with respect to himself) shall, severally and not jointly, indemnify and hold Purchaser and Parent and their respective Affiliates, stockholders, officers, directors, employees, agents, representatives and permitted assigns (each a “Purchaser/Parent Indemnified Party” and collectively, the “Purchaser/Parent Indemnified Parties”) harmless from and against any and all Taxes, penalties, fines, damages, sanctions, losses, assessments, liabilities, claims, costs and other expenses (including reasonable costs of investigation, and reasonable attorneys’, accountants’ and expert witnesses’ fees), whether or not resulting from third party claims (collectively “Losses”), arising from or relating to:

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A. The breach or inaccuracy of any representation or warranty made by any Seller Party in ARTICLE III or in any schedule or Ancillary Document or other document or certificate to be delivered in at Closing or otherwise in connection with the transactions contemplated hereby;

B. The breach or failure to perform or observe any covenant, agreement or commitment made by any Seller Party, on his or its own behalf or on behalf of an Acquired Company, in this Agreement or in any schedule or Ancillary Document or other document or certificate to be delivered in at Closing or otherwise in connection with the transactions contemplated hereby, regardless of materiality or the knowledge of the Seller Parties;

C. Any claims of, or otherwise relating to, current or former employees of or consultants of any Acquired Company arising of out any event or fact occurring prior to the Closing;

D. Any Action by any third party (including any Governmental Entity) against or affecting any Purchaser Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties in ARTICLE III or in any schedule or Ancillary Document or other document or certificate to be delivered in at Closing or otherwise in connection with the transactions contemplated hereby, regardless of materiality or the knowledge of the Seller Parties;

E. Any claims arising from, relating to or in connection with any action taken or omitted to be taken by the Seller Representative, or by the Purchaser or Parent in reliance upon or pursuant to the direction of the Seller Representative; or

F. Any claims arising from, relating to or in connection with the disposition of any Consideration Shares delivered to the account of the Transfer Agent.

8.3. Indemnification by Purchaser and Parent. Purchaser and Parent, jointly and severally, shall indemnify and hold Seller Parties and their respective Affiliates, stockholders, officers, directors, employees, agents, representatives and permitted assigns (each a “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses arising from or relating to:

A. The breach or inaccuracy of any representation, warranty or covenant made by either Purchaser or Parent herein or in any schedule or Ancillary Document or other document or certificate to be delivered in at Closing or otherwise in connection with the transactions contemplated hereby;

B. Any claims of, or otherwise relating to, current or former employees of or consultants of Purchaser or Parent arising of out any event or fact occurring after the Closing; or

C. Any Action by any third party (including any Governmental Entity) against or affecting any Seller Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties in ARTICLE IV or in any schedule or Ancillary Document or other document or certificate to be delivered in at Closing or otherwise in connection with the transactions contemplated hereby, regardless of materiality or the knowledge of the Purchaser.

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8.4. Indemnification Procedures.

8.4.1 Third-Party Claims.

A. In the event that any Person entitled to indemnification under this ARTICLE VIII (an “Indemnified Party”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement in respect of which such Indemnified Party is entitled to indemnification against which a Person is required to provide indemnification under this Agreement (an “Indemnifying Party” provided, however, that solely with respect to either Seller Party which is required to provide such indemnification, such term will include the applicable Seller Party’s successors and permitted assignees) under this Agreement (a “Third-Party Claim”), the Indemnified Party shall give prompt written notice to the Indemnifying Party and, if an Indemnifying Party is a Seller Party, also to the Seller Representative (the “Third-Party Claims Notice”), after asserting or learning of such Third Party Claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim), together with a statement specifying the basis of such Third-Party Claim. The Third-Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. The Indemnifying Party must provide written notice to the Indemnified Party that it is either (i) assuming responsibility for the Third-Party Claim or (ii) disputing the claim for indemnification against it (the “Indemnification Notice”). The Indemnification Notice must be provided by the Indemnifying Party to the Indemnified Party and Seller Representative promptly after receipt of the Third-Party Claims Notice as may be necessary to give the Indemnified Party a reasonable opportunity to respond to such Third-Party Claim (the “Indemnification Notice Period”).

B. If the Indemnifying Party provides an Indemnification Notice to the Indemnified Party within the Indemnification Notice Period that it assumes responsibility for the Third-Party Claim (the “Defense Notice”), the Indemnifying Party shall conduct at its expense the defense against such Third-Party Claim in its own name, or if necessary, in the name of the Indemnified Party. The Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such claim (“Defense Counsel”); provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed, except that such approval may be withheld if the defense is to be in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give the Indemnification Notice within the Indemnification Notice Period, the Indemnified Party shall have the right to conduct the defense and to compromise and settle such Third Party Claim without the prior consent of the Indemnifying Party and subject to the provisions of Section 8.5, the Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith.

C. In the event that the Indemnifying Party provides in the Indemnification Notice that it disputes the claim for indemnification against it, the Indemnified Party shall have the right to conduct the defense and to compromise and settle such Third-Party Claim, without the prior consent of the Indemnifying Party. Once such dispute has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction or by mutual agreement of the Indemnified Party and Indemnifying Party, subject to the provisions of Section 8.5, the Indemnifying Party shall within 10 days of the date of such resolution or agreement, pay to the Indemnified Party all Losses paid or incurred by the Indemnified Party in connection therewith.

D. In the event that the Indemnifying Party delivers an Indemnification Notice pursuant to which it elects to conduct the defense of the Third-Party Claim, the Indemnifying Party shall be entitled to have the exclusive control over the defense of the Third-Party Claim and the Indemnified Party will cooperate in good faith with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party. The Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. The Indemnifying Party will not settle the Third-Party Claim or cease to defend against any Third Party Claim as to which it has delivered an Indemnification Notice (as to which it has assumed responsibility for the Third Party Claim), without the prior written consent of the Indemnified Party, or if CAUD or both CAUD and Greenberg are the Indemnifying Parties, by the Seller Representative, which consent will not be unreasonably withheld, conditioned or delayed; provided, however, such consent may be withheld if, among other reasons, as a result of such settlement or cessation of defense, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder.

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E. If an Indemnified Party refuses to consent to a bona fide offer of settlement which the Indemnifying Party wishes to accept, which provides for a full release of the Indemnified Party and its affiliates relating to the Third-Party Claims underlying the offer of settlement and solely for a monetary payment, the Indemnified Party may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such an event, the obligation of the Indemnifying Party shall be limited to the amount of the offer of settlement which the Indemnified Party refused to accept plus the reasonable costs and expenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement.

F. Notwithstanding clause (D) above, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of (x) that part of any Third-Party Claim that (i) seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) involves criminal allegations against the Indemnified Party or (iii) may lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and (y) the entire Third-Party Claim if such Third-Party Claim would impose liability on the part of the Indemnified Party in an amount which is greater than the amount as to which the Indemnified Party is entitled to indemnification under this Agreement.

G. A failure by an Indemnified Party or the Seller Representative, as the case may be, to give timely, complete or accurate notice as provided in this Section 8.4 will not affect the rights or obligations of any Party hereunder except and only to the extent that, as a result of such failure, any Party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

8.4.2 Direct Claims. In the event of an indemnification claim that does not involve a Third-Party Claim against the Indemnified Party (a “Direct Claim”), the Indemnifying Party shall have thirty (30) days after its receipt of a notice complying with the terms of Section 8.4.2 to respond in writing to such notice. The Indemnified Party shall allow the Indemnifying Party and its representatives to reasonably investigate the matter or circumstance alleged to give rise to the Losses, and whether and to what extent any amount is payable in respect of the Losses. If the Indemnifying Party does not respond within the 30-day period referenced above, the Indemnifying Party shall be deemed to have rejected such Losses, in which case the Indemnified Party shall be free to pursue any remedies as may be available to it on the terms and subject to the provisions of this Agreement.

8.5. Limitations.

A. The Parties agree that from and after the Closing their sole and exclusive remedy at law and in equity with respect to a claim for which indemnification is provided in ARTICLE VIII shall be these indemnification provisions, except in case of fraud, willful misconduct, intentional misrepresentation or any breach of any Fundamental Representation.

B. No Seller Party will be liable for indemnification under Sections 8.2.A, 8.2.C or 8.2.D, until the aggregate amount of all Losses in respect of indemnification under Sections 8.2.A, 8.2.C or 8.2.D exceeds $100,000 (the “Basket”), in which event, (i) CAUD and its successors and permitted assigns (with respect to DSL and BEOP) and Greenberg (with respect to DSL) shall, jointly and severally, and (ii) CAUD and its successors and permitted assigns (with respect to itself) and Greenberg (with respect to himself) shall, severally and not jointly, be liable for all Losses from the first dollar of such Losses; provided, that subject to the other terms and conditions set forth in this Agreement, the aggregate amount of all Losses for which the Seller Parties shall be liable pursuant to Sections 8.2.A, 8.2.C or 8.2.D shall not exceed 10% of the value of the Consideration Shares issuable to the Seller Parties hereunder (the “Seller Cap”). For purposes of this Section 8.5.B, the price per Consideration Share shall be valued at the fair market value (as determined by the Board in good faith) for such share at the time the applicable indemnification claim is made.

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C. Neither Purchaser nor Parent will be liable for indemnification under Sections 8.3.A, 8.3.B or 8.3.C until the aggregate amount of all Losses in respect of indemnification under Sections 8.3.A, 8.3.B or 8.3.C exceeds the Basket, in which event, Purchaser shall be liable for all Losses from the first dollar of such Losses; provided, that the aggregate amount of all Losses for which Purchaser and Parent shall be liable pursuant to Sections 8.3.A, 8.3.B or 8.3.C shall not exceed $100,000 (the “Purchaser Cap”), which shall be an amount equal to 10% of the value of the Consideration Shares issuable to the Seller Parties hereunder. For purposes of this Section 8.5.C, the price per Consideration Share shall be valued at the fair market value (as determined by the Board in good faith) for such share at the time the applicable indemnification claim is made.

D. Notwithstanding anything contained herein to the contrary, in no event shall any indemnifying party be liable for any Losses relating to punitive damages, loss of business reputation or opportunity, or diminution of value, or other Losses of the indemnified party that are remote or, highly speculative in nature; provided, that the indemnifying party shall be responsible for consequential damages to the extent such Losses are paid or payable to a third party.

E. For purposes of determining the amount of Losses incurred in connection with any inaccuracy in or breach of any representation or warranty set forth in this Agreement, such representation or warranty shall be read without regard for or giving effect to materiality, Seller Material Adverse Effect, Purchaser Material Adverse Effect or other similar qualification.

8.6. Payments.

8.6.1 If the Losses resulting from a Direct Claim or Third Party Claim are (A) agreed to by the indemnifying party(ies) and the indemnified party(ies), or (B) finally adjudicated to be payable pursuant to this ARTICLE VIII, the indemnifying party(ies) shall satisfy his, its or their obligation to pay such Losses within ten (10) days of such agreement or final, non-appealable adjudication; provided, however, if the Purchaser/Parent Indemnified Parties are entitled to indemnification hereunder, then (i) such indemnification shall first be satisfied by transfer to Parent of Holdback Shares, which such shares shall be valued at the fair market value as of the date of the applicable indemnification claim as determined by an independent third party appraiser agreed to by the Parties and (ii) to the extent such Losses relate to any claims made under Sections 8.2.B, 8.2.E and 8.2.F or for fraud, willful misconduct, international misrepresentation or any breach of any Fundamental Representation, then such Losses shall be satisfied in the cancellation of Consideration Shares, at Purchaser’s and Parent’s election, directly from (a) CAUD and its successors and assignees (with respect to any claims relating to DSL or BEOP) and Greenberg and his successors and assignees of any Consideration Shares issued to CAUD and/or Greenberg and his or its successors and assignees (with respect to any claims relating to DSL), jointly and severally, (b) CAUD and its successors and assignees (with respect to any claims relating to CAUD) and (c) Greenberg and his successors and assignees (with respect to any claims relating to Greenberg).

8.6.2 Payments by an Indemnifying Party pursuant to Section 8.2 or 8.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. For the avoidance of doubt, the Indemnified Party shall not be required to seek recovery under any insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement.

8.7. Purchase Price Adjustment. Any amounts payable under Section 8.2 or Section 8.3 shall be treated by the Parties as an adjustment to the Purchase Price for all tax purposes.

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ARTICLE IX
TERMINATION

9. Termination.

9.1. This Agreement may be terminated at any time prior to the Closing:

9.1.1 By the mutual written consent of the Seller Parties, on the one hand, and Purchaser and Parent, on the other;

9.1.2 By Purchaser or Parent by written notice to the Seller Parties if Purchaser and Parent are not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by any Seller Party pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 7.1 and such breach, inaccuracy or failure has not been cured by such Seller Party within thirty (30) days of such Seller Party receipt of written notice of such breach from Purchaser or Parent;

9.1.3 By the Seller Parties’ written notice to Purchaser and Parent if the Seller Parties are not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any material representation, warranty, covenant or agreement made by Purchaser or Parent pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 7.2 and such breach, inaccuracy or failure has not been cured by Purchaser or Parent within thirty (30) days of Purchaser’s and Parent’s receipt of written notice of such breach from the Seller Parties;

9.1.4 By Seller Parties, on the one hand, and Purchaser and Parent, on the other, in the event that (A) there shall be any Laws that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited, (B) any Governmental Entity shall have issued an order restraining or enjoining the transactions contemplated by this Agreement, (C) there is no Closing on or before July 31, 2025 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this clause (C) shall not be available to any party whose failure to fulfill any obligation under this Agreement has resulted in the failure of the transactions contemplated by this Agreement and the Ancillary Documents to be consummated on or before the Outside Date or (D) if the CAUD Stockholder Approval is not obtained at the Stockholder Meeting; provided, however, that no Seller Party shall be permitted to terminate this Agreement pursuant to this clause (D) if the failure to obtain such CAUD Stockholder Approval is attributable to a failure or delay on the part of such Party to perform its obligations required to be performed by such Party at or prior to the Closing;

9.1.5 By Parent or Purchaser if, since the Execution Date, there shall have occurred any Seller Material Adverse Effect, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have a Seller Material Adverse Effect; and

9.1.6 By the Seller Parties if, since the Execution Date, there shall have occurred any Purchaser Material Adverse Effect, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have a Purchaser Material Adverse Effect.

9.2. Notwithstanding the foregoing, if Purchaser or Parent provides the written notice described in Section 9.1.2 to the Seller Parties or the Seller Parties provide the written notice described in Section 9.1.3 to Purchaser and Parent, then the time period such Sections, as applicable, shall be computed by excluding the thirty (30) day period in which Purchaser and Parent or the Seller Parties, as applicable, has to cure such breach, inaccuracy or failure described in such written notice. By way of illustration only, if Purchaser or Parent provides the Seller Parties the written notice described in Section 9.1.3 on July 15, 2025, then the Outside Date shall be computed by adding thirty (30) days following such notice, taking the Outside Date to August 14, 2025. If Purchaser or Parent, on the one hand, or the Seller Parties, on the other, desire to terminate this Agreement under Section 9.1.2 or Section 9.1.3, as applicable, it must provide notice and an opportunity to cure in accordance with Section 9.1.2 or Section 9.1.3, as applicable.

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9.3. In the event of the termination of this Agreement in accordance with this ARTICLE IX, this Agreement shall forthwith become void and there shall be no liability on the part of any Party hereto except:

9.3.1 As set forth in ARTICLE IX and ARTICLE X shall survive termination, and

9.3.2 That nothing herein shall relieve any Party hereto from liability for any willful breach of any provision hereof.

ARTICLE X
MISCELLANEOUS

10. Miscellaneous Provisions.

10.1. Terms; Interpretation. Nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person or persons, firm, corporation, limited liability company or other entity may in the context require. The term “or” will not be interpreted as excluding any of the items described. The term “include” or any derivative of such term does not mean that the items following such term are the only types of such items. The words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. With respect to the determination of any period of time, unless otherwise set forth herein, the word “from” means “from and including” and the word “to” means “to but excluding” and if the last day of such period is a non-business day, the period in question shall end at the close of the next succeeding business day. Except as otherwise expressly stated, the words “day” and “days” refer to calendar day(s) and the terms “year” and “years” refer to calendar year(s). Unless the context otherwise requires, references herein: (a) to Sections, Seller Disclosure Schedules and Purchaser Disclosures Schedules (together with the Seller Disclosure Schedules and any other schedule attached hereto, the “Disclosure Schedules”) and Exhibits mean the Sections of, and Schedules and Exhibits attached to, this Agreement; and (b) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and will not in any way affect the meaning or interpretation of this Agreement. Neither this Agreement nor any provision contained in this Agreement will be interpreted in favor of or against any Party hereto because such Party or its legal counsel drafted this Agreement or such provision.

10.2. Notices. Any notice or communication to be made under this Agreement shall be in writing and shall be deemed to have been given (A) when delivered in person; (B) the next day if sent by a nationally recognized overnight courier (receipt requested); (C) on the date sent by email of a PDF document if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, unless the sending Party receives a bounce back or out of office response; or (D) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.2):

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If to Purchaser or Parent:

NYIAX, Inc. or NYIAX Marketing and Advertising Solutions, Inc., as applicable

Suite 2669

244 5th Ave 2nd Floor,

New York, NY 10001

Attention: Teri Gallo

Chief Executive Officer

with a copy (which copy shall not constitute notice) to:

Moses & Singer LLP

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

Attention: Jeffrey M. Davis, Esq.

If to CAUD or

the Seller Representative:

Collective Audience, Inc.

85 Broad Street 16-079

New York, NY 10004

Attention: Peter Bordes

with a copy (which copy shall not constitute notice) to:

Snell & Wilmer

350 S Grand Avenue

Los Angeles, California 90071

Attention: Christopher Tinen

If to Greenberg:

7 Valley Field Road

Westport, CT 06880

Attention: Gregg Greenberg

with a copy (which copy shall not constitute notice) to:

Rennert Vogel Mandler & Rodriguez, P.A.

100 SE 2nd Street, Suite 2900

Miami, Florida 33131

Attention: Chuck Rennert; Claire Menard

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10.3. Seller Representative.

(a) Each of the Seller Parties hereby appoint Peter Bordes to serve from and after the Closing Date as his or its representative to act as attorney-in-fact and representative with respect to the provisions of the Agreement that contemplate or permit action by Seller Representative after the Closing, including, subject to the remaining terms of this Section 10.3, the full and irrevocable authority on behalf of each Seller Party and with the right, in the capacity as Seller Representative, in his sole discretion to do any and all things and to execute any and all documents in each Seller’s place and stead, in any way which either Seller Party could do if personally present, in connection with this Agreement and the transactions contemplated hereby, to take any of the following actions:

(i) to accept into the account of the Transfer Agent on each Seller Party’s behalf the Consideration Shares and to make any permitted distributions therefrom in accordance with the terms of this Agreement and the Holdback Agreement;

(ii) to negotiate and otherwise deal with the Purchaser in all respects after the Closing provided that such negotiations and their outcomes do not disproportionately or adversely affect Greenberg;

(iii) to accept and give service of process and all other notices and other communications relating to this Agreement or the Ancillary Documents and the transactions contemplated hereby or thereby;

(iv) to consent, agree to, negotiate or settle any dispute relating to the terms of this Agreement (including, without limitation, any claims of indemnification by the Purchaser/Parent Indemnified Party(ies) and to comply with orders of courts with respect to any such claim or dispute);

(v) after the Closing, to execute any instrument or document that the Seller Representative may determine is necessary or desirable in the exercise of his authority under this Agreement and power-of-attorney provided that if such document disproportionately or adversely affects Greenburg, then Greenburg shall be required to consent;

(vi) to act in connection with all matters relating to this Agreement or the Ancillary Documents and the transactions contemplated thereby or thereby, including the power to employ auditors, attorneys and other Persons in connection therewith; and

(vii) to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, in each case, without having to seek or obtain the consent of any Person under any circumstance.

(b) The Seller Parties further acknowledge and agree as follows:

(i) the Seller Parties recognize the inherent conflict of interest of Peter Bordes as the Seller Representative and as a continuing employee of CAUD and the Acquired Companies and waives any claims with respect thereto; and

(ii) the Seller Representative (A) shall not incur any personal liability for acting in his capacity as the Seller Representative if in doing so he acts upon advice of counsel or otherwise acts in good faith in accordance with the terms hereof, (B) shall not incur any personal liability for acting in such capacity in the absence of his gross negligence or willful misconduct, and (C) may act upon any instrument or signature believed by him to be genuine and may assume that any Person purporting to give any notice or instruction under this Agreement, any Ancillary Document or under any other related agreement or document believed by him to be authorized has been authorized to do so.

(c) If Peter Bordes is unable to serve or resigns as the Seller Representative, the Seller Parties may appoint a substitute representative to replace him (who must be approved by the Purchaser prior to such appointment); provided, however, that Peter Bordes shall continue to serve as the representative until such substitute representative has been appointed by the Seller Parties. The approved substitute representative shall have all the powers and authority granted to the Seller Representative by this Section 10.3.

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(d) Purchaser shall be entitled to rely without investigation on any action taken by the Seller Representative as being taken by the Seller Representative for himself and on behalf of each of the Seller Parties and as being fully authorized by each of the Seller Parties, and Purchaser shall have no liability to any Seller Party or any other Person for so relying on or taking any actions related thereto.

(e) Notwithstanding anything in this Agreement to the contrary the Seller Representative shall not have the power or authority to take, or elect or agree to take, any action without the consent of both Seller Parties:

(1) regarding the definition of “Fully Diluted Basis” and Annex A hereto, including the number, allocation and structure of the Consideration Shares listed therein,

(2) regarding the form and substance of the Holdback Agreement;

(3) regarding the form and substance of the Greenberg Consulting Agreement and the Greenberg Earnout Agreement; and

(4) any other matter which materially or disproportionately affects Greenberg as compared to CAUD or which relates solely to Greenberg, or which involves indemnification claims solely by or against Greenberg, without Greenberg’s prior written consent.

(f) The Seller’s Representative acknowledges and agrees that he will provide notice to, consult with, and, if applicable, obtain the prior written consent of the Seller Parties on material or relevant matters affecting or relating to the Seller Parties before taking action under this Agreement; provided, that notwithstanding the foregoing, the Purchaser and Parent are unconditionally permitted to take direction from the Seller’s Representative only, without any duty to inquire as to whether he fulfilled his obligations to the Seller Parties.

10.4. Entire Agreement. This Agreement, inclusive of the Exhibits, Disclosure Schedules and other documents contemplated by this Agreement, constitutes the entire agreement among the Parties to this Agreement and contains all of the agreements between said Parties with respect to the subject matter of this Agreement. This Agreement supersedes any and all other agreements, either oral or written, between said Parties with respect to the subject matter of this Agreement.

10.5. Amendment and Waiver. No term or provision of this Agreement or any Ancillary Agreement may be waived except in a writing (including by email,) executed by the Parties hereto, including the Party against which such waiver is sought to be enforced. This Agreement may not be amended, supplemented or modified orally, but only by an agreement in writing signed by each of the parties hereto. The failure of any Party to exercise or enforce any right or remedy conferred upon it hereunder shall not be deemed to be a waiver of any such or other right or remedy nor operate to bar the exercise or enforcement of any thereof at any time thereafter.

10.6. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Laws, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Laws, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10.7. Disclosure Schedules. The Disclosure Schedules are incorporated by reference in its entirety into this Agreement, and form an integral part of this Agreement. The section headings in the Disclosure Schedules correspond to the sections of this Agreement. Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules shall have the respective meanings assigned to such terms in this Agreement. Certain information set forth in the Disclosure Schedules is included solely for informational purposes, and may not be required to be disclosed pursuant to this Agreement. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Laws shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Disclosure Schedules shall not be deemed to be an admission or acknowledgment by any Party that in and of itself, such information is material to such Party or outside the ordinary course of such Party’s business or is required to be disclosed in the Disclosure Schedules. No disclosure in the Disclosure Schedules shall be deemed to create any rights in any third party.

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10.8. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by the internal Laws of the State of New York without regard to conflict of law principles. Each Party hereby irrevocably: (A) submits to the exclusive jurisdiction of any state or federal court sitting in the State of New York in any action arising out of or relating to this Agreement; (B) agrees that all claims in respect of such action may be heard and determined only in any such courts; (C) hereby waives any claim of inconvenient forum or other challenge to venue in such court; and (D) agrees not to bring any action arising out of or relating to this Agreement in any other court. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, ACTION, CLAIM, CAUSE OF ACTION, SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY THAT THIS SECTION 10.8 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE PARTIES ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND ANY OTHER AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.8 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

10.9. Expenses. Except as set forth on Schedule 10.9 attached hereto, each Party shall pay its respective counsel fees, accounting fees and other costs and expenses incurred in connection with the negotiation, making, execution, delivery and performance of this Agreement, whether or not the transactions contemplated herein are consummated.

10.10. Binding Agreement; Successors. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the successors, permitted assigns, heirs, legatees, executors, personal representatives, guardians, custodians, administrators and conservators of the Parties hereto.

10.11. No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties to this Agreement. Other than with respect to indemnification sections and release relating to the purchase price, nothing contained in this Agreement shall be deemed to give any Person or Governmental Entity any right to enforce any of the provisions of this Agreement, nor shall any of them be a third-party beneficiary of this Agreement.

10.12. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original but all of which will constitute one and the same agreement. Counterparts may be delivered by facsimile, electronic transmission (including PDF or any electronic signature complying with the ESIGN Act of 2000, as amended, e.g., DocuSign) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[SIGNATURE PAGE FOLLOWS]

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WHEREFORE, the Parties have caused this Agreement to be duly executed as of the Execution Date.

	PURCHASER: NYIAX MARKETING AND ADVERTISING SOLUTIONS, INC.


	___________________________________
	By:
	Name: Teri Gallo
	Title: Chief Executive Officer


	PARENT: NYIAX, INC.


	____________________________________
	By:
	Name: Teri Gallo
	Title: Chief Executive Officer


	SELLER PARTIES:


	COLLECTIVE AUDIENCE, INC.


	____________________________________
	By:
	Name:
	Title:


	____________________________________
	Gregg Greenberg


	SELLER REPRESENTATIVE:



	___________________________________
	Peter Bordes, solely in his capacity as
	Seller Representative

[Signature Page to Equity Purchase Agreement]

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EXHIBIT A-1

Form of CAUD Lock-up Agreement

Exhibit A-1

A-50

EXHIBIT A-2

Form of Greenberg Lock-up Agreement

Exhibit A-2

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EXHIBIT B

Terms of Greenberg Consulting Agreement and Greenberg Earnout Agreement

Exhibit B

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EXHIBIT C-1

Restrictive Covenants Agreement Form - CAUD

Exhibit C-1

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EXHIBIT C-2

Restrictive Covenants Agreement Form - Greenberg

Exhibit C-2

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SCHEDULE 1

DEFINITIONS

“1933 Act”	means the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“1934 Act”	means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Acquired Companies”	has the meaning as set forth in the Recitals hereto.

“Acquired Company Owned IP”	means Unregistered IP.

“Action”	means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Affiliate”	means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

“Ancillary Document”	means documents contemplated to be executed in connection with the closing of the Transaction as set forth in this Agreement, including but not limited to the Holdback Agreement, the Lock-up Agreements and the Restrictive Covenants Agreements.

“Balance Sheet”	means the balance sheets of each of CAUD, BEOP, or DSL as of December 31, 2024, as applicable.
“Balance Sheet Date”	means December 31, 2024.

“BEOP Financial Statements”	means the BEOP Annual Unaudited Financial Statements and the BEOP Interim Unaudited Financial Statements.

“Change of Control”	means the occurrence of any of the following: (i) the sale of all or substantially all of the assets of an entity to an independent third-party; (ii) a sale resulting in more than 50% of the equity of such entity being held by an independent third-party; or (iii) a merger, consolidation, recapitalization, or reorganization of such entity with or into an independent third-party.

“Client”	means any Person to which either Acquired Company has provided services to or made proposals to at any time within the twelve (12) months preceding the date of this Agreement or thereafter at any time during the Restrictive Period by Purchaser, Parent or any of their Affiliates.

“Closing Date”	means the date on which the Closing occurs.

“Code”	shall mean the Internal Revenue Code of 1986, as amended.

“Consideration Shares”	means the shares of Parent Common Stock which, inclusive of the Holdback Shares, represent forty-nine percent (49%) of the Parent Common Stock calculated on a Fully-Diluted Basis as of three (3) business days immediately prior to the Closing.

Schedule 1

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“Contracts”	means any agreement, commitment, lease, license, evidence of indebtedness, letter of credit, mortgage, indenture, security agreement, instrument, note, bond, franchise, permit, concession, or other instrument, obligation or agreement of any kind, written or oral.

“control”; “controlled by” and “under common control”	mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or other ownership interests, by Contract, or otherwise.

“Data Security Requirements”	means Laws, including Information Privacy and Security Laws, and contractual obligations concerning the protection of data, including with respect to any collection, Processing, possession, compilation, use, storage, retention, combination, safeguarding, disclosure, sale, sharing, disposal, transfer (including internationally) and control of any Data and/or Personal Information.

“DSL Financial Statements”	means the DSL Annual Unaudited Financial Statements and the DSL Interim Unaudited Financial Statements.

“Environmental Laws”	means any applicable Law that requires or relates to: (a) advising appropriate authorities, employees, and the public of intended or actual releases of pollutants or hazardous substances or materials, violations of discharge limits, or other prohibitions and of the commencements of activities, such as resource extraction or construction, that could have significant impact on the environment; (b) preventing or reducing to acceptable levels the release of pollutants or hazardous substances or materials into the environment; (c) reducing the quantities, preventing the release, or minimizing the hazardous characteristics of wastes that are generated; (d) assuring that products are designed, formulated, packaged, and used so that they do not present unreasonable risks to human health or the environment when used or disposed of; (e) protecting resources, species, or ecological amenities; (f) reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil, or other potentially harmful substances; (g) cleaning up pollutants that have been released, preventing the threat of release, or paying the costs of such cleanup or prevention; or (h) making responsible parties pay private parties, or groups of them, for damages done to their health or the environment, or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.

“foreign benefit plan”	means each material plan, program or agreement contributed to, sponsored or maintained by either Acquired Company or any ERISA Affiliate thereof or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a United States plan, program or agreement.

“GAAP”	means the United States generally accepted accounting principles, consistently applied.

“Governmental Entity”	means any federal, state, local or foreign government or political subdivision thereof, or any agency (including, without limitation, the SEC) or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental or Regulatory Authority”	means a court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision.

Schedule 1-2

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“IFRS”	means the International Financial Reporting Standards, consistently applied.

“Information Privacy and Security Laws”	means all applicable legal requirements concerning the privacy, data protection, transfer, use, sale, retention, disposal, or security of Data, including the following and their implementing regulations: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), The United Kingdom General Data Protection Regulation, as incorporated into UK Law by virtue of section 3 of the European Union (Withdrawal) Act 2018, and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419) and 2020 (SI 2020/1586), data security legal requirements, including those established by the New York General Business Code Section 899-bb, Massachusetts Data Privacy Act, data breach notification legal requirements, consumer protection legal requirements, U.S. state comprehensive privacy legislation including, but not limited to, the California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100 to 1798.199), data broker legal requirements (including California Civil Code § 1798.99.82. and 9 Vermont Statutes Annotated §§ 2446 - 2447), applicable legal requirements and regulations relating to the transfer of Data, any other applicable privacy Laws, regulations, rules or orders issued by foreign Governmental or Regulatory Authority, any applicable legal requirements concerning requirements for website and mobile application privacy policies and practices, call or electronic monitoring or recording or any outbound communications (including outbound calling and text messaging, telemarketing, and e-mail marketing), and self-regulatory guidelines, including the Self-Regulatory Principles of the Digital Advertising Alliance.

“Intellectual Property”	includes, without limitation, any or all of the following and all rights, whether statutory or common law, associated therewith, arising under any applicable jurisdiction throughout the world: (a) all domestic and foreign patents and applications therefor and all reissues, re-examinations, divisions, renewals, extensions, continuations and continuations-in-part thereof; (b) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, confidential or proprietary information, know how, technology, data and customer lists, rights of privacy and publicity, and all documentation relating to any of the foregoing; (c) all copyrights, copyright registrations and applications therefor, the content of all Seller Parties’ websites and all other rights corresponding thereto throughout the world; (d) all mask works, mask work registrations and applications therefor; (e) all industrial designs and any registrations and applications therefor; (f) all trade names, logos, trade dress, trade secret, common law trademarks and service marks; trademark and service mark registrations and applications therefor and all goodwill associated therewith; (g) all domain names and registrations therefor, social media accounts and social media handles; (h) all computer software including all source code, object code, firmware, development tools, files, records and data, all media on which any of the foregoing is recorded, and all documentation related to any of the foregoing; (i) moral rights, droit moral, droit de suite, rights of paternity, integrity, disclosure, withdrawal, retraction, attribution, or any other similar or analogous rights; and (j) any other industrial or proprietary rights.

“Interim Balance Sheet”	means, collectively, the balances sheet of each of the Acquired Companies as of March 31, 2025.

“Interim Balance Sheet Date”	March 31, 2025.

“Laws”	means any statute, Law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Entity.

Schedule 1-3

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“Liabilities”	means any and all liabilities, obligations, or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount. For the avoidance of doubt, “Liabilities” includes, but is not limited to, any earn-out obligations.

“Licensed IP”	means any Intellectual Property which is necessary to or used in the operation of the Acquired Companies’ business, including the design, manufacture and use of the products and services of the Acquired Companies as it currently is operated or is reasonably anticipated to be operated in the future, but shall specifically not include Acquired Company Owned IP or any rights in or to materials created for clients as “work-made-for-hire”.

“Lien”	means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, adverse claims of ownership or use, defects of title or other similar encumbrances or any other restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Open Source Software”	means any software or similar subject matter that is distributed under an open source license approved by the Open Source Initiative or the Free Software Foundation, including the GNU General Public License, GNU Lesser General Public License, GNU Affero General Public License, Apache License, Mozilla Public License, BSD License, MIT License, Common Public License, or any derivative of any of the foregoing.

“Order”	means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity.

“Parent Material Adverse Effect” or “Purchaser Material Effect”	means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise) or assets of the Parent Business, or (ii) the ability of Parent to consummate the transactions contemplated hereby on a timely basis; provided, however, that Material Adverse Effect shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (1) general economic or political conditions; (2) conditions generally affecting the industries in which the Parent Business operates; (3) any changes in financial or securities markets in general; (4) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (5) any action required or permitted by this Agreement; (6) any changes in applicable Laws or accounting rules, including generally accepted accounting principles; or (7) the public announcement, pendency or completion of the transactions contemplated by this Agreement; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (1) through (4) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur only to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Purchaser Business compared to other participants in the industries in which the Purchaser’s Business operates.

“Permit”	means permits, licenses, applications, reports, consents, registrations, notifications, responses, certificates, authorizations, approvals and any other government certificates, authorizations, and approvals received from, issued by or submitted to any Governmental Entity

Schedule 1-4

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“Permitted Liens”	means (i) liens for current taxes not yet due and payable and easements and restrictions of record, if any; and (ii) landlords’, mechanics, carriers’, workmen’s or repairmen’s Liens arising or incurred in the ordinary course of business for amounts that are not delinquent

“Person”	means an individual, corporation, partnership, joint venture, limited liability company, Governmental Entity, unincorporated organization, trust, association or other entity.

“Personal Information”	means any piece of information that (i) by itself or in combination with other information, identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, (ii) can be used to identify, locate or contact a natural person; or (iii) is considered “personally identifiable information”, “personally identifiable health information,” “personal data”, “personal information”, “protected data,” “protected health information”, “non-public personal information” or any similar category of information or data under any applicable Law, including Information Privacy and Security Laws.

“Processing”	means any operation or set of operations performed on Personal Information, whether or not by automated means, including the collection, creation, receipt, acquisition, recording, organization, structuring, adaptation or alteration, retrieval, consultation, de-identification, re-identification, sale, sharing, alignment or combination, access, use, handling, compilation, analysis, monitoring, maintenance, retention, storage, transmission, transfer, protection, disclosure, distribution, destruction, erasure or disposal of Personal Information.

“Projected Annual Personnel Costs”	means (i) the projected annual salary, fees, bonus and incentive compensation payable with respect all Personnel for the calendar year ended December 31, 2025, and the fringe benefits of such Personnel not generally available to all Personnel, as well as (ii) the projected annual salary, fees, bonus and incentive compensation payable with respect to the calendar year ended December 31, 2025 for each open position at each Acquired Company, and the fringe benefits of that would be available to such candidate not generally available to all Personnel.

“Purchaser Disclosure Schedules”	means the “Purchaser Disclosure Schedules” delivered by Parent and Purchaser concurrently with the execution and delivery of this Agreement. For the avoidance of doubt, the term “Purchaser Disclosure Schedules” shall include any supplement or amendment made to such Purchaser Disclosure Schedule as required under and pursuant to Section 5.8 of this Agreement, as of the date upon which the Seller Parties receive a copy of such supplement or amendment.

“Purchaser’s knowledge” or “Parent’s knowledge”; “to Purchaser’s knowledge” or “to Parent’s knowledge”; or “to the knowledge of Purchaser” or “to the knowledge of Parent”	means and refers to the actual knowledge, after due inquiry, of the chief executive officer or chief financial officer of the Purchaser or Parent.

“Registered IP”	means any Intellectual Property that: (a) is owned by, purported to be owned by or exclusively licensed to, the Seller Parties and (b) has been registered with any Governmental Entity or comparable entity in any jurisdiction throughout the world.

Schedule 1-5

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“SEC”	means the Securities and Exchange Commission.

“Seller Disclosure Schedules”	means the “Seller Disclosure Schedules” delivered by the Seller Parties concurrently with the execution and delivery of this Agreement. For the avoidance of doubt, the term “Seller Disclosure Schedules” shall include any supplement or amendment made to such Disclosure Schedule as required under and pursuant to Section 5.8 of this Agreement, as of the date upon which the Purchaser and Parent receive a copy of such supplement or amendment.

“Seller IT Assets”	means the Seller Parties’ technology, computer software, databases, systems, networks and Internet sites and information stored or contained therein or transmitted thereby.

“Seller Material Adverse Effect”	means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise) or assets of either Acquired Company (ii) the value of either Acquired Company, or (iii) the ability of CAUD or Greenberg to consummate the transactions contemplated hereby on a timely basis; provided, however, that a Seller Material Adverse Effect shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (1) general economic or political conditions; (2) conditions generally affecting the industries in which the Business operates; (3) any changes in financial or securities markets in general; (4) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (5) any action required or permitted by this Agreement or taken (or omitted to be taken) with the written consent or at the request of the Purchaser; (6) any matter that Purchaser or Parent is aware of on the date hereof; (7) any changes in applicable Laws or accounting rules, including generally accepted accounting principles; (8) any natural or manmade disaster or act of God, (9) any failure by the Seller Parties to meet any internal or published projections, forecasts, or revenue or earnings predictions; or (10) the public announcement, pendency or completion of the transactions contemplated by this Agreement; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (1) through (4) immediately above shall be taken into account in determining whether a Seller Material Adverse Effect has occurred or could reasonably be expected to occur only to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the business compared to other participants in the industries in which either Acquired Company operate.

“Seller Parties’ knowledge”; “to the Seller Parties’ knowledge” or “to the Seller Parties’ knowledge”	Means, with respect to BEOP, the actual knowledge, after due inquiry, of CAUD, Peter Bordes, the chief executive officer or chief financial officer of CAUD, and with respect to DSL; the actual knowledge, after due inquiry, of CAUD, Peter Bordes or Greenberg.
“Significant Clients”	means (i) the ten (10) largest clients of each of the Acquired Companies, measured by revenues for any of the years ended December 31, 2023 or 2024 or the three month period ended March 31, 2025 or (ii) clients whose revenue is greater than 2.0% of each of each Acquired Companies’ projected revenue based on the 2025 Current Profit Plan.
“Straddle Period”	means any period where a Tax Return is required to be filed and such period begins on or before but ends after the Closing Date.

Schedule 1-6

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“Tax”	means taxes, duties, charges or levies of any nature imposed by any taxing or other Governmental or Regulatory Authority, including without limitation federal, state, local or non-U.S. or other income, gross receipts, sales, use, gains, capital gains, surtax, severance, premium, windfall profits, transfer, escheat, registration, payroll, employment, alternative or add-on minimum, estimated, license, capital, franchise, capital stock, value-added, environmental (including taxes under Code Section 59A) taxes, taxes required to be deducted from payments made by the payor and accounted for to any tax authority, employees’ income withholding, back-up withholding, withholding on payments to foreign Persons, social security, national insurance, unemployment, worker’s compensation, payroll, disability, real property, personal property, sales, use, goods and services or other commodity taxes, business, occupancy, excise, customs and import duties, transfer, stamp, and other taxes of any kind whatsoever (including interest, penalties or additions to tax in respect of the foregoing), and includes all Taxes payable by either Acquired Company pursuant to Treasury Regulations §1.1502-6 or any similar provision of state, local or foreign Law.

“Tax Item”	means any item relating to an entry, position taken or election made with respect to Taxes, regardless of whether listed or omitted from being listed on any Tax Return – including but not limited to income, deductions, foreign tax credits and/or any election that could affect the Taxes of any of the Acquired Companies or Seller Parties with respect to income realized or recognized by such Seller Party, which is attributable to the income of either Acquired Company (i.e., such as flow-through income or Subpart F income or otherwise).

“Tax Returns”	means any report, declaration, return, information return, claim for refund, election, disclosure, estimate or statement required to be supplied to any Governmental or Regulatory Authority in connection with Taxes, including any schedule or attachment thereto, or amendment thereof.

“Transfer Agent”	means an individual, corporation, partnership, joint venture, limited liability company, Governmental Entity, unincorporated organization, trust, association or other entity.

“Unregistered IP”	means any Intellectual Property that: (a) is owned by, purported to be owned by or exclusively licensed to, the Seller Parties and (b) has not been registered with any Governmental Entity or comparable entity in any jurisdiction throughout the world; in either case that is material to the business operations of Acquired Company.

Schedule 1-7

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SCHEDULE 10.9

EXPENSES EXCEPTIONS

Schedule 10.9

A-62

Annex A

Definition of “Fully-Diluted Basis” and Calculations relating to the Consideration Shares

Annex A

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V76624 - Z90642 For Against Abstain ! ! ! ! ! ! COLLECTIVE AUDIENCE, INC. COLLECTIVE AUDIENCE, INC. 85 BROAD STREET, 16 - 079 NEW YORK, NY 10004 The Board of Directors recommends you vote FOR the following proposals: 1. To approve the sale by Collective Audience to NYIAX Marketing and Advertising Solutions, Inc . (“Purchaser”) and wholly - owned subsidiary of NYIAX, Inc . (“NYIAX”) of all of the issued and outstanding capital stock of The Odyssey S . A . S . (dba “BeOp”, a French société par actions simplifiée, “BEOP”) and all of Collective Audience's 51 % equity interest in DSL Digital LLC, a Utah limited liability company (“DSL”, and together with BEOP, the “Acquired Companies”) (the “Subsidiary Sale”), pursuant to the terms of that certain equity purchase agreement, dated June 6 , 2025 (the “equity purchase agreement”), in exchange for the issuance by NYIAX of shares of its common stock (the “Consideration Shares”) to Collective Audience, subject to the terms and conditions of the equity purchase agreement (the “Subsidiary Sale Proposal”) ; 2. To approve the adjournment of the Special Meeting, if necessary and to the extent permitted by the equity purchase agreement, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Subsidiary Sale Proposal (the “Adjournment Proposal”) . Please sign exactly as your name(s) appear(s) hereon . When signing as attorney, executor, administrator, or other fiduciary, please give full title as such . Joint owners should each sign personally . All holders must sign . If a corporation or partnership, please sign in full corporate or partnership name by authorized officer . NOTE: Such other business as may properly come before the meeting or any adjournment thereof. VOTE BY INTERNET - www . proxyvote . com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11 : 59 p . m . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form . ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e - mail or the Internet . To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years . VOTE BY PHONE - 1 - 800 - 690 - 6903 Use any touch - tone telephone to transmit your voting instructions up until 11 : 59 p . m . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you call and then follow the instructions . VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 . SCAN TO VIEW MATERIALS & VOTE w

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Proxy Statement is available at www.proxyvote.com. V76625 - Z90642 COLLECTIVE AUDIENCE, INC. SPECIAL MEETING OF STOCKHOLDERS JULY 11, 2025 [TBD] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholder(s) hereby appoint(s) Peter Bordes, proxy, with the power to appoint his substitute, and hereby authorize(s) him to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of COLLECTIVE AUDIENCE, INC . that the stockholder(s) is/are entitled to vote at the Special Meeting of Stockholders to be held at [TBD], on July 11 , 2025 , at [TBD], and any adjournment or postponement thereof . This proxy, when properly executed, will be voted in the manner directed herein . If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations . CONTINUED AND TO BE SIGNED ON REVERSE SIDE

Source: View Original Filing on SEC EDGAR

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[PREM14A] COLLECTIVE AUDIENCE INC Preliminary Merger Proxy Statement

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