Kindly MD, Inc. (Form: 8-K, Received: 08/15/2025 17:16:45)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 11, 2025

Kindly MD, Inc.

(Exact name of registrant as specified in its charter)

001-42103		84-3829824
(Commission File Number)		(IRS Employer Identification Number)

5097 South 900 East, Suite 100, Salt Lake City, UT		84117
(Address of Principal Executive Offices)		(Zip Code)

(385) 388-8220
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001	NAKA	The Nasdaq Stock Market LLC
Tradeable Warrants to purchase shares of Common Stock, par value $0.001 per share	NAKAW	OTC Pink Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On August 14, 2025, Kindly MD, Inc. (“Kindly” or the “Company”) completed its previously announced merger (the “Closing” and such date, the “Closing Date”), pursuant to the Agreement and Plan of Merger, dated as of May 12, 2025 (the “Merger Agreement”), by and among Kindly, Kindly Holdco Corp, a Delaware corporation and a direct, and wholly owned subsidiary of Kindly (“Merger Sub”), Nakamoto Holdings Inc., a Delaware corporation (“Nakamoto”), and Wade Rivers, LLC, a Wyoming limited liability company (“Wade Rivers”). The Merger Agreement, among other things, provided for the merger of Merger Sub with and into Nakamoto, with Nakamoto surviving as a wholly owned subsidiary of Kindly (such transaction, the “Merger”). Capitalized terms used in this Current Report on Form 8-K (“Current Report”) but not otherwise defined herein have the meanings given to them in the Merger Agreement. See Item 2.01 for additional information regarding completion of the Merger.

Item 1.01 Entry into a Material Definitive Agreement.

Registration Rights Agreement

On the Closing Date, the Company entered into that certain Registration Rights Agreement (the “RRA”) with the stockholders of Nakamoto (the “Nakamoto Stockholders”) pursuant to which, among other things, and subject to certain limitations set forth therein, certain holders of common stock, par value $0.001 per share (the “Company Common Stock”), of the Company have customary demand registration rights and the Company is obligated to prepare and file a registration statement registering the offer and sale of all of their Company Common Stock.

In addition, Mr. David Bailey, the Chief Executive Officer and director of the Company, has the right to require the Company pursuant to the RRA, subject to certain limitations set forth therein, to effect a distribution of any or all of their shares of Company Common Stock by means of an underwritten offering. The Company is not obligated to effect any underwritten offering unless the dollar amount of Mr. Bailey’s registrable securities is reasonably likely to result in gross sale proceeds of at least $25 million. The RRA also provides the Nakamoto Stockholders with certain customary piggyback registration rights.

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances.

The RRA is filed as Exhibit 10.1 to this Current Report, and the foregoing description thereof is qualified in its entirety by reference to the full text of the RRA and the terms of which are incorporated by reference herein.

Assignment and Assumption Agreement

Concurrently with the Closing, each of Kindly, Nakamoto, and BTC Inc. entered into that certain Assignment and Assumption Agreement with Novation (the “Assignment and Assumption Agreement”). Pursuant to the Assignment and Assumption Agreement, Nakamoto assigned to Kindly all of its rights and delegated all of its obligations under that certain Marketing Services Agreement, dated May 12, 2025, by and between Nakamoto and BTC Inc. (the “Assigned Contract”). Kindly accepted the assignment and agreed to assume and perform all obligations of Nakamoto under the Assigned Contract from and after the effective date of the Assignment and Assumption Agreement.

Under the Assigned Contract, BTC Inc. provides comprehensive advertising and marketing services to Nakamoto and includes certain put and call rights for the parties. As part of the novation, BTC Inc. released Nakamoto from all further obligations under the Assigned Contract arising on or after the effective date and agreed to substitute Kindly as a party to the Assigned Contract in place of Nakamoto. The Assignment and Assumption Agreement provides that the per share price for any equity consideration to be issued under the Assigned Contract will be equal to the price per share of Company Common Stock issued in the PIPE Financings (as defined below) (the “PIPE Price Per Share”). The aggregate consideration to be received by the stockholders of BTC Inc. upon exercise of any call or put rights under the Assigned Contract (i) will not exceed 600.0 million shares of Company Common Stock and (ii) will be calculated based on an industry standard multiple, not to be less than ten (10), of the earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of BTC Inc. and its subsidiaries, with such EBITDA to equal or exceed $4.5 million, divided by the PIPE Price Per Share, as determined by a mutually agreed upon investment bank.

The Assignment and Assumption Agreement includes customary representations and warranties from each of Nakamoto and Kindly regarding their authority and capacity to enter into the agreement, the status of the Assigned Contract, and the absence of outstanding liabilities as of the effective date. The parties also agreed to mutual indemnification for breaches of the agreement, subject to customary exceptions and limitations.

The Assignment and Assumption Agreement is filed as Exhibit 10.2 to this Current Report, and the Assigned Contract is filed as Exhibit 10.3 to this Current Report, and the foregoing descriptions thereof are each qualified in its entirety by reference to the full text of the Assignment and Assumption Agreement and Assigned Contract, respectively, the terms of which are incorporated by reference herein.

Convertible Debenture

As previously disclosed, on May 12, 2025, Kindly entered into a Secured Convertible Debenture Purchase Agreement (the “Debenture Purchase Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors (the “Investor”), under which the Company agreed to sell and issue to the Investor a secured convertible debenture (the “Convertible Debenture”) in aggregate principal amount of $200.0 million (the “Principal Amount”) in exchange for cash or bitcoin equal to 96% of the Principal Amount (the “Debt Financing”). On August 15, 2025, pursuant to the terms of the Debenture Purchase Agreement, the Company closed the issuance of the Convertible Debenture in connection with the Merger by entering into the Convertible Debenture. The Convertible Debenture was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

The Convertible Debenture bears interest at a rate of 0.00% per annum for the first two years, and 6.00% per annum for the third year and is payable on the third-year anniversary of the issuance date of the Convertible Debenture (the “Maturity Date”) or earlier redemption date. The interest rate will increase to a rate of 18.0% per annum upon the occurrence and during the continuance of an event of default under the Convertible Debenture. The Convertible Debenture will be secured by Bitcoin having a value of not less the $400 million within 10 Business Days following the funding of the Debt Financing; provided, that a portion of the Bitcoin constituting collateral securing the obligations under the Convertible Debenture shall be released back to the Company and its subsidiaries to the extent the principal amounts of the Debt Financing is reduced below certain dollar amount thresholds. At no time shall the Bitcoin securing the obligations under the Convertible Debenture be less than 2x the principal amount of the Debt Financing. The Bitcoin serving as collateral for the obligations under the Convertible Debenture shall at all times be held by a special purpose “digital asset subsidiary” that fully guarantees the obligations of the Company under the Convertible Debenture.

The Convertible Debenture provides that the Investor may convert all or any portion of the principal amount of the Convertible Debenture, together with any accrued and unpaid interest thereon, at an initial conversion price of $2.80 (the “Fixed Price”), which is subject to a one-time, downward only reset equal to 130% of the volume weighted average price reported by Bloomberg as of the last trading day prior to the date of effectiveness of the registration statement with respect to the resale of the Company Common Stock issuable upon conversion of the Convertible Debenture or, if the Company has an effective shelf registration statement on Form S-3, on the Closing Date, subject to a $2.00 floor price (the “Convertible Shares”). The Investor is not permitted to convert the Convertible Debenture to the extent that the Convertible Shares deliverable upon conversion thereof would exceed 19.99% of the Company’s outstanding shares immediately prior to executing the Debenture Purchase Agreement (the “Exchange Cap”) without prior stockholder approval.

The Company has the right to redeem the Convertible Debenture if (i) the volume-weighted average price of the Company Common Stock is less than the Fixed Price and it provides the Investor at least ten (10) trading days’ notice, or (ii) the volume-weighted average price of the Company Common Stock is equal to or greater than $4.50 and it provides the Investor at least thirty (30) trading days’ notice, and in each case, at a redemption price equal to 101.5% of the principal amount redeemed plus accrued and unpaid interest thereon if redeemed within the first twelve (12) months, 103.0% if redeemed between twelve (12) and twenty-four (24) months, and 105.0% if redeemed between twenty-four (24) and third-six (36) months (the “Payment Premium”). Following such notice and prior to the respective redemption, the Investor shall have the right to elect to convert all or any portion of the outstanding principal plus all accrued and unpaid interest, plus the Payment Premium.

In connection with the issuance of the Convertible Debenture, a subsidiary of Kindly entered into (i) a Guaranty and Security Agreement, in favor of the Investor in its capacity as collateral agent, pursuant to which the Convertible Debenture is secured by a first priority lien on certain of the Company’s assets (the “Security Agreement”), (ii) a Registration Rights Agreement, pursuant to which the Company is obligated to prepare and file a registration statement registering the offer and sale of certain of the Investor’s Company Common Stock (the “Investor RRA”) and (iii) account control agreements with the Investor and the custodian for such accounts. In addition, Kindly issued 3.0 million unregistered shares of the Company Common Stock to the Investor as fee shares (the “Convert Fee Shares”), paid a one-time due diligence and structuring fee, and reimbursed the Investor for certain legal expenses. The Convert Fee Shares were issued in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act.

Under the Investor RRA, Kindly has agreed to use commercially reasonable efforts to file with the SEC, within thirty (30) calendar days after the Closing, a registration statement registering the resale of the Convertible Shares and the Convert Fee Shares. Kindly shall use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after filing, but no later than the 60th calendar day (or 90th calendar day if the SEC notifies Kindly that it will review the registration statement) following the Closing.

The Convertible Debenture is filed as Exhibit 4.1 to this Current Report, the Security Agreement is filed as Exhibit 10.4 to this Current Report, the Debenture Purchase Agreement is filed as Exhibit 10.5 to this Current Report, and the Investor RRA is filed as Exhibit 10.6 to this Current Report The foregoing descriptions of the Convertible Debenture, the Security Agreement, the Debenture Purchase Agreement, and the Investor RRA are qualified in their entirety by reference to the full text of the respective forms of these agreements and the terms thereof which are incorporated by reference herein.

Administrative Services Agreement

Concurrently with the Closing, each of Kindly, certain of Kindly’s subsidiaries, and BTC Inc. entered into that certain Administrative Services Agreement (the “Administrative Services Agreement”). Pursuant to the Administrative Services Agreement, BTC Inc. shall provide certain administrative support services as set forth in the Administrative Services Agreement to Kindly and certain of Kindly’s subsidiaries.

The Administrative Services Agreement is filed as Exhibit 10.7 to this Current Report, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Administrative Services Agreement and the terms of which are incorporated by reference herein.

Lock-Up Agreement

Prior to Closing, each of the directors, officers, and certain shareholders of Kindly and Nakamoto entered into a Lock-Up Agreement (collectively, the “Lock-Up Agreements”) with Kindly. Pursuant to the Lock-Up Agreements, each such party agreed that the shares of Company Common Stock (including securities convertible into or exercisable or exchangeable for Company Common Stock) held by them or received in connection with the Merger are subject to transfer restrictions (i) for 90 days with respect to 100% of the securities acquired through the Closing and (ii) 180 days with respect to 50% of the securities acquired through the Closing, in each case subject to certain exceptions.

The form of Lock-Up Agreement is filed as Exhibit 10.8 to this Current Report, and the foregoing description thereof is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement and the terms of which are incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosure set forth in the “Explanatory Note” and the information contained in response to Item 1.01 of this Current Report is incorporated by reference into this Item 2.01.

The Merger

On August 14, 2025, the Company, Nakamoto, Merger Sub and Wade Rivers consummated the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Nakamoto, with Nakamoto surviving as a wholly owned subsidiary of the Company (the “Surviving Corporation”).

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), solely by virtue of the Merger and without any action by any stockholder of the Company:

(i)

each share of common stock, $0.001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into and became one (1) fully paid and nonassessable share of common stock, $0.001 par value per share, of the Surviving Corporation;

(ii)

all shares of Class A common stock, par value $0.01 per share of Nakamoto (“Merger Partner Class A Common Stock”), and Class B common stock, par value $0.01 per share of Nakamoto (“Merger Partner Class B Common Stock” and, together with Merger Partner Class A Common Stock, “Merger Partner Common Stock”) held in treasury immediately prior to the Effective Time were cancelled and ceased to exist, and no stock of the Company or other consideration was delivered in exchange therefor;

(iii)

each share of Merger Partner Class A Common Stock (other than shares cancelled in accordance with the preceding clause (ii) and any Dissenting Shares) issued and outstanding immediately prior to the Effective Time were automatically converted into the right to receive from the Company the number of validly issued, fully paid and nonassessable shares of the Company Common Stock equal to the Class A Exchange Ratio.

(iv)

each share of Merger Partner Class B Common Stock (other than shares to be cancelled in accordance with the preceding clause (ii) and any Dissenting Shares) issued and outstanding immediately prior to the Effective Time were automatically converted into the right to receive from the Company the number of validly issued, fully paid and nonassessable shares of the Company Common Stock equal to the Class B Exchange Ratio.

The holders of Merger Partner Common Stock (other than shares held in treasury and the Dissenting Shares) accordingly received an aggregate 22.3 million shares of Company Common Stock (the “Merger Shares”). The Merger Shares were issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

Immediately after the Effective Time and the issuance of the PIPE Shares (as defined below), the Company had the following outstanding securities:

	●	376,119,714 shares of Company Common Stock; and

	●	133,800,773 Pre-Funded Warrants (as defined below), each exercisable for one share of Company Common Stock.

The foregoing description of the Merger and the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report with respect to the Debenture Purchase Agreement and the Convertible Debenture is hereby incorporated by reference into this Item 2.03.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 14, 2025, the Company received a written notice (the “Notice”) from Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has not complied with the requirements of IM-5101-2 of the listing rules of Nasdaq (the “Listing Rules”) with respect to its tradeable warrants (the “Warrants”) since it has not provided evidence that its Warrants have at least 100 round lot holders as required by Listing Rule 5515(a)(4) following the completion of its previously announced merger with Nakamoto Holdings, Inc. which was completed on August 14, 2025. The Company’s Warrants were removed from listing and registration on the Nasdaq Stock Market and will be quoted on the over-the-counter markets operated by OTC Markets Group as of August 15, 2025.

The terms of the Warrants are not affected by the delisting, and the Warrants may still be exercised in accordance with their terms to purchase shares of Company Common Stock.

The listing of the Company’s shares of Common Stock, which are traded on the Nasdaq Global Market under the symbol “NAKA,” is not affected by the delisting of the Warrants.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in response to (i) Item 1.01 of this Current Report with respect to the Debt Financing and Convert Fee Shares and (ii) Item 2.01 of this Current Report with respect to the Merger Shares is incorporated herein by reference into this Item 3.02.

PIPE Financings

On August 14, 2025, the Company completed its previously announced transactions in connection with its entry into subscription agreements, dated as of May 12, 2025 (the “Initial Subscription Agreements”) and as of June 19, 2025 (the “Additional Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”), as applicable, with certain institutional investors (the “PIPE Subscribers”) for the issuance of an aggregate of 322,979,583 shares of the Company Common Stock (the “PIPE Shares”) at a price per share of $1.12 and 5,682,586 PIPE Shares at a price per share of $5.00, and 133,800,773 pre-funded warrants to purchase shares of Common Stock (“Pre-Funded Warrants”, together with Common Stock, the “Acquired Securities”) pursuant to the issuance of pre-funded common stock purchase warrant agreements (the “Pre-Funded Warrant Agreement”) to certain institutional investors, and gross proceeds of approximately $540.0 million (collectively, the “PIPE Financings”). The Acquired Securities were issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”) and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws.

The net proceeds from the PIPE Financings are intended to be used by the Company to purchase Bitcoin and for working capital and general corporate purposes.

Pursuant to the Subscription Agreements, the Company has agreed to use commercially reasonable efforts to file with the SEC, within thirty (30) calendar days after the consummation of the PIPE Financings, a registration statement registering the resale of the shares of Company Common Stock and any shares issuable upon exercise of the Pre-Funded Warrants (the “Registrable Securities”). The Company shall use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after filing, but no later than the 60th calendar day (or 90th calendar day if the SEC notifies Kindly that it will review the registration statement) following the Closing. The Company is also obligated to maintain the effectiveness of the registration statement for a period ending on the earlier of (A) the date a Subscriber ceases to hold any Registrable Securities, (B) the date all Registrable Securities held by a Subscriber may be sold without restriction under Rule 144, or (C) three years from the effective date of the registration statement.

The form of Initial Subscription Agreement is filed as Exhibit 10.9 to this Current Report, the form of Additional Subscription Agreement is filed as Exhibit 10.10 to this Current Report, and the form of Pre-Funded Warrant Agreement is filed as Exhibit 10.11 to this Current Report. The foregoing descriptions of the Initial Subscription Agreements, the Additional Subscription Agreements, and the Pre-Funded Warrant Agreements are qualified in their entirety by reference to the full text of the respective forms of these agreements and the terms thereof which are incorporated by reference herein.

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in response to Item 5.03 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information contained in response to (i) Item 2.01 of this Current Report on Form 8-K regarding the Merger and (ii) Item 5.02 of this Current Report on Form 8-K regarding the Company’s board of directors and executive officers following the Merger are incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignations

Effective as of August 14, 2025, Adam Cox, Gary Seelhorst, Christian Robinson and Amy Powell resigned from the Board and, to the extent applicable, all committees thereof (collectively, the “Resignations”). The Resignations were not related to any disagreement with the Company. At the time of the Resignations: Mr. Seelhorst served on the Audit Committee (“Audit Committee”) of the Board, the Compensation Committee (the “Compensation Committee”) (Chair) and the Nominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”) (Chair) of the Board; Mr. Robinson served on the Audit Committee (Chair), the Compensation Committee, and the Nominating and Corporate Governance Committee; and Ms. Powell served on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

Director Appointments

Immediately following the Resignations, also on August 14, 2025, the then-current Board elected each of David Bailey, Charles (Chad) Blackburn (independent), Perianne Boring (independent), Eric Weiss (independent), Greg Xethalis (independent) and Mark Yusko (independent) as directors of the Company (the “New Directors,” together with Tim Pickett, the “New Board”) to fill the newly created vacancies on the Board. Messrs. Weiss (Chair) and Yusko were each appointed to serve on the Nominating and Corporate Governance Committee of the New Board, Ms. Boring, Mr. Xethalis and Mr. Blackburn (Chair) were each appointed to serve on the Audit Committee of the New Board and Messrs. Xethalis (Chair) and Blackburn were each appointed to serve on the Compensation Committee of the New Board (the “New Board Compensation Committee”). In recognition of their service on the New Board, the New Board Compensation Committee approved the following compensation arrangements: Mr. Blackburn, Ms. Boring, Mr. Weiss, Mr. Xethalis and Mr. Yusko will receive an annual $100,000 cash fee, an additional cash fee of $25,000 for service as a committee Chair and eligibility to receive an annual grant of restricted stock units valued at 150,000 ; an annual $100,000 cash fee and eligibility to receive an annual grant of restricted stock units valued at $150,000; an annual $100,000 cash fee, an additional cash fee of $25,000 for service as a committee Chair and eligibility to receive an annual grant of restricted stock units valued at $150,000; an annual $100,000 cash fee, an additional cash fee of $25,000 for service as a committee Chair and eligibility to receive an annual grant of restricted stock units valued at $150,000; and an annual $100,000 cash fee and eligibility to receive an annual grant of restricted stock units valued at $150,000, respectively. The bios for each of the New Directors are included below.

Director Bios

Charles (Chad) P. Blackburn, 44, brings extensive experience in capital formation and corporate development. Since 2014, Mr. Blackburn has been an investor partner at NueCura Partners, a Nashville-based angel investment firm focused on early-stage healthcare companies. Since November 2019, he has been a director at Cherry Bekaert Advisory, a national accounting firm. Mr. Blackburn is also currently a board advisor at Spintel, a music-focused technology company where he has served as an advisor since May 2022, and at Monarrch, an AI company focused on royalties, where he has been an advisor since March 2025. Mr. Blackburn holds a Bachelor’s degree in Management Information Systems from the University of Mississippi and a Master’s in Business Administration from Western Governors University. Mr. Blackburn’s extensive financial experience qualifies him to serve on our board of directors.

Perianne Boring, 37, brings extensive leadership and operational experience in the Bitcoin and digital asset industries. Since May 2025, she has served as the Founder and the President of The Digital Future Foundation 501(c)(4), a nonprofit established to support the crypto ecosystem. She has also been the owner of Parallel Tech, LLC since 2020, which provides strategic advisory services to digital asset companies and funds, including marketing, growth strategy, and policy insights. Ms. Boring served as chief executive officer and founder of The Digital Chamber 501(c)(6) Trade Association, a blockchain trade association, from May 2014 to May 2025, and now serves as the chair of its board since May 2025. Ms. Boring has also served as a director of The Digital Chamber 501(c)(3) and of The Digital Chamber PAC since 2015. Ms. Boring holds a Bachelor’s degree in Economics from the University of Florida. Ms. Boring’s extensive leadership and policy experience qualifies her to serve on our board of directors.

Eric Weiss, 54, brings extensive experience in blockchain and digital asset investing, including through his role as Founder of Blockchain Investment Group LP, a hedge fund of funds investing exclusively in blockchain assets, a role he has held since 2018. Mr. Weiss has also served on the board of directors of Core Scientific, Inc. since January 2024. Mr. Weiss holds a Master of Business Administration from Columbia Business School and a Bachelor of Science from the University of Maryland. We believe Mr. Weiss is well qualified to serve on our board of directors due to his public company board experience and his knowledge of blockchain and digital asset investing and trading markets.

Greg Xethalis, 48, brings two decades of experience as a corporate and regulatory attorney, including through his role as general counsel of SEC-registered investment advisor Multicoin Capital Management, LLC since 2021, and his twelve years as an attorney in the bitcoin and digital assets spaces. Prior to joining Multicoin Capital Management, Mr. Xethalis was a partner in the investment management and fintech practices at Chapman and Cutler LLP from May 2019 to July 2021. Mr. Xethalis also has served as a director of the Blockchain Association, Inc. since January 2025, as a director of the DeFi Education Foundation since May 2024, and as a Senior Lecturing Fellow for Duke University School of Law, where he teaches FinTech and Blockchain Law and Policy, since January 2022. Mr. Xethalis holds a Juris Doctor from Fordham University School of Law and a Bachelor’s degree in American Studies from Vanderbilt University. We believe Mr. Xethalis is well qualified to serve on our board of directors due to his extensive legal experience in the bitcoin and digital asset industries and his experience serving as a director for other companies.

Mark W. Yusko, 62, brings over two decades of experience in providing investment management services to institutional and qualifying clients, including through his roles as Chief Executive Officer, Chief Investment Officer and Managing Partner of Morgan Creek Capital Management, LLC, an SEC-registered investment adviser, roles he has held since July 2004. Mr. Yusko holds a Master of Business Administration from the University of Chicago, and a Bachelor of Science from the University of Notre Dame. We believe Mr. Yusko is well qualified to serve on our board of directors due to his extensive investment management experience in the blockchain technology, digital currency and digital asset spaces.

In connection with the closing of the Merger, Mr. Yusko participated in the PIPE Financings. Pursuant to the PIPE Financings, Mr. Yusko has agreed to purchase, and has received, 2,100,000 shares of the Company’s Common Stock upon closing of the Merger. The issuance of these shares to Mr. Yusko is being made in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act.

Indemnification Agreements

The Company plans to enter into a standard form of Indemnification Agreement (the “Indemnification Agreements”) with each of the directors of the New Board in connection with their appointments to the Board. The Indemnification Agreement will provide, among other things, that the Company will indemnify each of the directors of the New Board under the circumstances and to the extent provided for therein, for certain expenses they may be required to pay in connection with certain claims to which they may be made a party by reason of their position as a director of the Company, and otherwise to the fullest extent permitted under Utah law and the Company’s governing documents. The foregoing is only a brief description of the Indemnification Agreements, does not purport to be complete and is qualified in its entirety by the Company’s standard form of indemnification agreement incorporated by reference herein as Exhibit 10.12. The Indemnification Agreement is identical in all material respects to the indemnification agreements entered into with other Company directors.

Resignation of Mr. Pickett and Mr. Cox as Chief Executive Officer and Chief Operating Officer

In connection with the Merger, Tim Pickett and Adam Cox stepped down as the Chief Executive Officer and Chief Operating Officer of the Company, respectively. Each of Mr. Pickett’s and Mr. Cox’s decision to resign is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Mr. Pickett will remain a director and an employee of the Company, serving as the Chief Medical Officer of the Company.

Mr. Pickett’s employment agreement was amended to (i) change his title; (ii) reflect that he will remain as a director of the Company following the closing of the Merger; (iii) provide for eligibility to receive a grant of performance-based restricted stock units valued at $50,000, subject to performance milestones established by the Board, vesting and other customary terms; (iv) provide for eligibility to participate in equity compensation programs generally available to similarly-situated employees of the Company; and (v) provide for eligibility to participate in employee benefit plans generally available to similarly-situated employees of the Company.

Jared Barrera’s employment agreement was amended to provide that he will remain in his position as Chief Financial Officer of the Company following the Merger until the Company retains a new Chief Financial Officer.

Appointment of Chief Executive Officer

On August 14, 2025, the Company appointed David Bailey, age 34, as Chief Executive Officer and director, effective immediately. Mr. Bailey brings over a decade of experience in finance and entrepreneurship, currently serving as CEO and Co-Founder of BTC Inc and as a General Partner at UTXO Management. He also holds board positions at Moon Inc (HK Asia Holdings Limited), the Bitcoin Policy Institute, and BTC Inc. Mr. Bailey holds a Bachelor of Arts in Finance and Entrepreneurship from the University of Alabama Honors College. Other than his mother’s participation in the PIPE Financings, there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K. Mr. Bailey’s family members, Calli Bailey and Emily Bailey, are affiliated with BTC Inc. As of August 14, 2025, he beneficially owns 11,160,572 shares of Company Common Stock.

In connection with Mr. Bailey’s appointment, the Company entered into a consulting agreement with BTC Consulting, LLC, an entity controlled by Mr. Bailey (the “BTC Consulting Agreement”), pursuant to which Mr. Bailey will serve as Chief Executive Officer and provide strategic leadership services to the Company. Under the terms of the agreement, BTC Consulting, LLC will receive a monthly consulting fee of $58,333.33, be eligible for an annual cash-based incentive bonus with a target of up to $2,100,000, subject to performance metrics established by the Board, and will receive an initial grant of 5,000,000 stock options. BTC Consulting, LLC will also be eligible to receive an initial grant of restricted stock units valued at $1,000,000 and performance-based annual grants of restricted stock with a target of up to $1,000,000, subject to performance metrics established by the Board, and both subject to vesting and other customary terms. BTC Consulting, LLC is also eligible for a $250,000 signing bonus. The consulting agreement contains customary confidentiality, intellectual property, and indemnification provisions, and may be terminated by either party in accordance with its terms.

The foregoing description of the BTC Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the BTC Consulting Agreement, which is filed as Exhibit 10.15 hereto.

There are no arrangements or understandings between Mr. Bailey and any other person pursuant to which he was appointed to serve as Chief Executive Officer of the Company. There are no family relationships between Mr. Bailey and any director or executive officer of the Company, and Mr. Bailey does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Chief Investment Officer

On August 14, 2025, the Company appointed Tyler Evans, age 33, as Chief Investment Officer of the Company, effective immediately. Mr. Evans brings extensive executive and technology leadership experience, including his current role as a director and co-founder of BTC Inc. since August 2014 and managing partner and Chief Investment Officer of UTXO Management since September 2019. Mr. Evans holds board positions at Metaplanet Inc., Smarter Web Company PLC, Matador Inc., and BTC Inc. Mr. Evans holds a Bachelor of Science in Chemical Engineering from the University of Alabama. Mr. Evans is a party to a marketing agreement between BTC Inc. and Nakamoto Holdings Inc., under which BTC Inc. is owed a monthly retainer of $80,000, but he reports no other related party transactions with Kindly exceeding $120,000. As of August 14, 2025, he beneficially owns 2,410,685 shares of Company Common Stock.

In connection with the closing of the Merger, Mr. Evans participated in the PIPE Financings. Pursuant to the PIPE Financings, Mr. Evans has agreed to purchase, and has received, 178,571 shares of the Company’s Common Stock upon closing of the Merger. The issuance of these shares to Mr. Evans is being made in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act.

In connection with his appointment as Chief Investment Officer, the Company entered into an employment agreement with Mr. Evans (the “Evans Employment Agreement”). Under the terms of the agreement, Mr. Evans will receive an annual base salary of $500,000, a one-time sign-on bonus of $250,000 (payable in two equal installments, subject to clawback under certain circumstances), and will be eligible for annual incentive compensation with a target of up to $1,500,000, subject to performance metrics established by the Board. Mr. Evans will be eligible to receive an initial grant of 10,000,000 stock options and annual performance-based restricted stock units valued at $800,000, subject to performance metrics established by the Board, both subject to vesting and other customary terms. The agreement contains customary confidentiality, non-compete, non-solicitation, and intellectual property provisions, and may be terminated by either party in accordance with its terms.

The foregoing description of the Evans Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Evans Employment Agreement, which is filed as Exhibit 10.16 hereto.

There are no arrangements or understandings between Mr. Evans and any other person pursuant to which he was appointed to serve as Chief Investment Officer of the Company. There are no family relationships between Mr. Evans and any director or executive officer of the Company, and Mr. Evans does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Chief Commercial Officer

On August 14, 2025, the Company appointed Andrew Creighton, age 53, as Chief Commercial Officer of the Company, effective immediately. Mr. Creighton brings over two decades of executive leadership and experience, including recent service as Secretary of Nakamoto Holdings Inc. since March 2025 and as Interim Chief Commercial Officer/Corporate Development at BTC Inc since April 2024. He is also the owner of Advice by AC, LLC, a consulting firm, and has held advisory roles with several companies, including Seed Health LLC, Commune Media LLC, FoundryWorks Inc., VICE Holdings Inc., and NeuBio LLC. Mr. Creighton has served as a board member of The Michael J. Fox Foundation for Parkinson’s Research since January 2016. He holds a B.Sc. Honors in Physics from Manchester University, UK. As of August 14, 2025, he beneficially owns 3,124,971 shares of Company Common Stock.

In connection with the closing of the Merger, Mr. Creighton participated in the PIPE Financings. Pursuant to the PIPE Financings, Mr. Creighton has agreed to purchase, and has received, 892,857 shares of the Company’s Common Stock upon closing of the Merger. The issuance of these shares to Mr. Creighton is being made in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act.

In connection with his appointment as Chief Commercial Officer, the Company entered into an employment agreement with Mr. Creighton (the “Creighton Employment Agreement”). Under the terms of the agreement, Mr. Creighton will receive an annual base salary of $600,000, a signing bonus of $250,000, and will be eligible for annual incentive compensation with a target of up to $200,000, subject to performance metrics established by the Board. Mr. Creighton will be eligible to receive an initial grant of 500,000 stock options and annual performance-based restricted stock units valued at $800,000, subject to performance metrics established by the Board, both subject to vesting and other customary terms. The agreement contains customary confidentiality, non-compete, non-solicitation, and intellectual property provisions, and may be terminated by either party in accordance with its terms.

The foregoing description of the Creighton Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Creighton Employment Agreement, which is filed as Exhibit 10.17 hereto.

There are no arrangements or understandings between Mr. Creighton and any other person pursuant to which he was appointed to serve as Chief Investment Officer of the Company. There are no family relationships between Mr. Creighton and any director or executive officer of the Company, and Mr. Creighton does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Chief Operating Officer

On August 14, 2025, the Company appointed Amanda Fabiano, age 38, as Chief Operating Officer of the Company, effective immediately. Mrs. Fabiano brings extensive leadership and operational experience in the Bitcoin industry. She is the co-founder of Second Gate Advisory, where she advises Bitcoin and Bitcoin mining companies. She previously held roles as the Head of Mining at Galaxy Digital from 2020 to 2023 and Director of Bitcoin Mining at Fidelity Investments from 2013 to 2020. She serves as a Board Member of Terawulf Inc. (NASDAQ: WULF). Mrs. Fabiano holds a Bachelor’s degree in Sociology with a concentration in Criminal Justice from the University of Massachusetts Dartmouth.

In connection with her appointment as Chief Operating Officer, the Company entered into a consulting agreement with Second Gate Advisory LLC, an entity controlled by Mrs. Fabiano (the “Second Gate Consulting Agreement”). Under the terms of the agreement, Second Gate Advisory LLC will receive a monthly consulting fee of $37,500, be eligible for an annual cash-based incentive bonus with a target of up to 150% of the consulting fee, be eligible to receive an initial grant of restricted stock units valued at $1,000,000 and annual grants of performance-based restricted stock units with a target up to $1,000,000, subject to vesting and performance metrics established by the Board. Second Gate Advisory LLC is also eligible for a signing bonus valued at $5,000,000, consisting of $500,000 in cash and $4,500,000 in Company Common Stock, subject to Second Gate Advisory LLC transitioning the revenue from Second Gate Advisory LLC to the Company, vesting and other conditions. The agreement also contains customary confidentiality, intellectual property, and indemnification provisions, and may be terminated by either party in accordance with its terms.

The foregoing description of the Second Gate Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Gate Consulting Agreement, which is filed as Exhibit 10.18 hereto.

There are no arrangements or understandings between Ms. Fabiano and any other person pursuant to which she was appointed to serve as Chief Operating Officer of the Company. There are no family relationships between Ms. Fabiano and any director or executive officer of the Company, and Mrs. Fabiano does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

2025 Equity Incentive Plan

On May 18, 2025, the Board approved the Company’s 2025 Equity Incentive Plan (the “New Equity Incentive Plan”), effective upon closing of the Merger. The New Equity Incentive Plan was also approved by a majority of the Company’s stockholders on May 18, 2025, in accordance with the requirements of The Nasdaq Stock Market Listing Rules. Additionally, the grant of incentive stock options under the New Equity Incentive Plan is subject to approval by a majority of the Company’s stockholders.

The New Equity Incentive Plan provides for the grant of incentive stock options (to eligible employees only), nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance stock units, other stock- or cash-based awards, and dividend equivalents, subject to the terms and conditions of the New Equity Incentive Plan and any applicable award agreements. Incentive stock options granted under the New Equity Incentive Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “IRS Code”). Nonqualified stock options and other awards granted under the New Equity Incentive Plan are not intended to qualify as incentive stock options under the IRS Code.

A total of 37,611,971 shares of Company Common Stock are reserved for awards under the New Equity Incentive Plan.

The foregoing description of the New Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the New Equity Incentive Plan, which is filed as Exhibit 10.19 hereto.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported on May 20, 2025, the Board and the shareholders of the Company approved the Second and Amended and Restated Articles of Incorporation (the “Amended Articles”), which became effective upon filing with the Utah Division of Corporations on August 11, 2025. The Amended Articles include the following material changes:

●

Increase in Authorized Shares: An increase in authorized shares from 110,000,000 shares to 10,010,000,000 shares, consisting of 10,000,000,000 shares of Company Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share;

●

Shareholder Action by Meeting Only: The addition of a provision stating that any action required or permitted to be taken by the shareholders of the Company may only be effected at a duly called annual or special meeting of shareholders and may not be effected by written consent;

●

Exclusive Forum Provision: The addition of a provision stating that all actions should be brought exclusively in the United States District Court for the District of Utah and Utah State court in Salt Lake County, Utah; and

●

Severability and Deemed Consent: The inclusion of severability language providing that if any provision of the exclusive forum provision is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in effect. In addition, any person or entity acquiring shares of the Company is deemed to have notice of and consented to the exclusive forum and severability provisions.

The foregoing description of the Amended Articles does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Articles of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

As previously reported on May 20, 2025, the shareholders of the Company approved the Company’s Second Amended and Restated Bylaws (the “Amended Bylaws”). On May 18, 2025, the Board of the Company approved and adopted the Amended Bylaws, which became effective upon filing with the Utah Division of Corporations. The Amended Bylaws were filed to, among other things, (i) remove the provisions prohibiting classes of directors with staggered terms, (ii) state that directors will be elected to serve three-year terms, (iii) impose a minimum and maximum number of directors who may serve on the Board, (iv) establish advance notice requirements relating to business to be brought before the annual meeting of the shareholders of the Company, including director nominees, (v) establish requirements relating to calling special meetings and the conduct at such special meetings by the shareholders of the Company, and (vi) prohibit actions by written consent of the shareholders of the Company.

The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, which is filed as Exhibit 3.2 to this Current Report on Form 8-K.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective August 14, 2025, the Board approved an amendment and restatement of the Company’s Code of Ethics and Business Conduct (as amended and restated, the “Amended and Restated Code of Ethics,” or the “Code”). The revised Code includes the following material changes:

●

Broadened Applicability: The Code has been expanded to expressly cover consultants and contractors, in addition to directors, officers, and employees;

●

Managerial Responsibility: The Code places increased responsibility on managers to ensure that all employees, consultants, and contractors reporting to them comply with the Code, and to instill a commitment to both the spirit and the letter of the Code;

●

Conflicts of Interest: The Code now provides additional examples of situations that could present a potential conflict of interest for persons subject to the Code, and clarifies the procedures for seeking guidance and approval in such situations;

●

Protection and Proper Use of Company Assets: The Code requires all covered persons to protect Company assets and ensure their efficient and legitimate use, and prohibits theft, carelessness, and waste;

●

Corporate Opportunities: The Code prohibits the use of corporate opportunities for personal advantage and requires that any such opportunities be presented to the Company;

●

Confidentiality: The Code imposes obligations of confidentiality on directors, officers, employees, consultants, and contractors, requiring the protection of nonpublic information entrusted to them by the Company or its business partners; and

●

Fair Dealing: The Code requires all covered persons to deal fairly with the Company’s customers, suppliers, partners, service providers, competitors, employees, and others encountered in the course of their work, and prohibits taking unfair advantage through manipulation, concealment, abuse of privileged information, or misrepresentation.

The foregoing summary of the Amended and Restated Code of Ethics and Business Conduct does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, which is filed as Exhibit 14.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On August 14, 2025, the Company issued a press release announcing the closing of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto. On August 15, 2025, the Company issued press releases announcing the uplist to Nasdaq Global Market LLC and the closing of the Debt Financings. Copies of the press releases are attached as Exhibit 99.2 and 99.5, respectively.

Total Shares Outstanding

As of the date of this Current Report on Form 8-K the Company has 376,119,714 shares of Company Common Stock issued and outstanding

The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibits 99.1, 99.2 and 99.5 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

In connection with the announcement of the PIPE Financings, the Company announced the launch of its digital asset treasury strategy, pursuant to which the Company plans to pursue a number of strategic initiatives to acquire Bitcoin and leverage its holdings as a primary treasury reserve asset.

In connection with the Merger, the PIPE Financings and related transactions described herein, the Company is filing certain updated risk factors disclosure applicable to its business for the purpose of supplementing and updating disclosures contained in the Company’s prior public filings, including those discussed under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 5, 2025 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025 (as amended). The supplemental risk factors were included in the Company’s Definitive Information Statement filed on July 22, 2025, and are filed herewith as Exhibit 99.3 and are incorporated herein by reference.

On August 14, 2025, the Board of the Company approved and adopted amended and restated versions of the Company’s Clawback Policy and Insider Trading Policy, each of which became effective immediately upon adoption. The principal changes to each policy are summarized below.

Clawback Policy

The amended and restated Clawback Policy was updated to reflect recent regulatory developments and to enhance the Company’s compliance with Section 10D of the Securities Exchange Act of 1934, as amended, and applicable listing standards. Key changes include:

●

Expansion of Covered Executives: The definition of “Covered Executives” has been expanded to explicitly include current and former executive officers as defined by Section 10D of the Exchange Act, Rule 10D-1, and the applicable national securities exchange listing standards. The policy also clarifies that “executive officers” include those defined under Rule 16a-1(f) of the Exchange Act.

●

Scope of Incentive Compensation: The policy now specifies that it applies to all incentive compensation received by a Covered Executive after beginning service as an executive officer, who served as an executive officer during the relevant performance period, and while the Company has a listed class of securities.

●

Calculation and Recovery of Excess Incentive Compensation: The Board is required to determine the amount of excess incentive compensation subject to recovery without regard to any taxes paid by the executive. The policy also provides specific procedures for determining the amount of excess compensation when such compensation is based on stock price or total shareholder return, including the use of reasonable estimates and documentation requirements.

●

Indemnification and Insurance: The Company is explicitly prohibited from indemnifying or reimbursing Covered Executives for the loss of any incorrectly awarded incentive compensation or for purchasing insurance to cover such losses. The policy also provides for indemnification of Board members and delegates for actions taken in connection with the administration of the policy.

●

Governing Law: The policy is now governed by the laws of the State of Delaware.

●

Impracticability: The policy specifies that recovery of excess incentive compensation is not required if it would be impracticable for either of the following reasons: (i) the direct expense of enforcement would exceed the amount to be recovered, provided that reasonable attempts to recover are made and documented for Nasdaq; or (ii) recovery would violate applicable law.

Insider Trading Policy

The amended and restated Insider Trading Policy was updated to reflect current best practices and recent regulatory changes, including the SEC’s new requirements under Item 408(a) of Regulation S-K. Key changes include:

●

Expanded Scope and Applicability: The policy now explicitly covers trading in securities of other companies if such trades are based on material, nonpublic information obtained through the Company. The policy applies to directors, officers, employees, consultants, independent contractors, and their respective family members, household members, and controlled entities. The definitions of “Family Members” and “Controlled Entities” have been clarified and expanded.

●

Compliance Officer Role: The designated Compliance Officer has been updated from the Chief Financial Officer to the General Counsel. The policy now specifies the duties of the Compliance Officer, including implementation, enforcement, policy updates, preclearance of trades, approval of Rule 10b5-1 plans, and administration of whistleblower protections.

●

Blackout Periods and Trading Windows: The policy clarifies that event-specific blackout periods may be imposed in connection with events such as cybersecurity incidents and new product developments. The policy also clarifies that even during open trading windows, any person in possession of material nonpublic information may not trade in Company securities.

●

Exceptions to Trading Restrictions: The policy now details exceptions for transactions under 401(k) plans and employee stock purchase plans (ESPP), specifying which actions are and are not subject to trading restrictions. The policy also clarifies that the exercise of stock options and the vesting of restricted stock awards are generally exempt from trading restrictions, but sales of resulting shares are not.

●

Rule 10b5-1 Plans: The policy incorporates new SEC disclosure requirements under Item 408(a) of Regulation S-K, requiring quarterly disclosure of the adoption or termination of Rule 10b5-1 trading plans and a description of their material terms (other than price).

●

Administrative and Procedural Updates: The policy now requires all covered persons to sign an acknowledgment and certification of receipt and understanding of the policy.

The foregoing descriptions of the amended and restated Clawback Policy and Insider Trading Policy are qualified in their entirety by reference to the full text of each policy, copies of which are attached as Exhibits 99.4 and 19.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

WKSI Status

The Company is a “well-known seasoned issuer” (“WKSI”) as defined in Rule 405 under the Securities Act. As a WKSI, the Company is eligible to utilize certain streamlined and flexible registration procedures, including the filing of automatic shelf registration statements on Form S-3, which become effective upon filing and permit the Company to offer and sell securities on a delayed or continuous basis. The Company’s status as a WKSI allows for greater flexibility in accessing the capital markets and responding to financing opportunities as they arise.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements of Nakamoto Holdings, Inc. required by Item 9.01(a) if Form 8-K will be filed by an amendment to this Form 8-K no later than 71 calendar days after the date of this initial report.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Form 8-K no later than 71 calendar days after the date of this initial report.

(d) Exhibits.

Exhibit No.		Description of Exhibit
2.1**†		Merger Agreement, dated as of May 12, 2025 (incorporated by reference to Annex A filed with Kindly MD, Inc.’s Information Statement on Schedule 14C filed on July 22, 2025).
3.1**		Second Amended and Restated Articles of Incorporation of Kindly MD, Inc. (incorporated by reference to Exhibit 3.1 filed with Kindly MD, Inc.’s Current Report on Form 8-K filed on May 20, 2025).
3.2**		Second Amended and Restated Bylaws of Kindly MD, Inc. (incorporated by reference to Exhibit 3.2 filed with Kindly MD, Inc.’s Current Report on Form 8-K filed on May 20, 2025).
4.1*†		Secured Convertible Debenture, dated as of August 15, 2025, by Kindly MD, Inc.
10.1*†		Registration Rights Agreement, dated as of August 14, 2025, by and among Kindly MD, Inc. and the stockholders of Nakamoto Holdings, Inc.
10.2*†		Assignment and Assumption Agreement, dated as of August 14, 2025, by and among Kindly MD, Inc., Nakamoto Holdings, Inc. and BTC Inc.
10.3**†+		Marketing Services Agreement, dated May 12, 2025, by and between Nakamoto Holdings, Inc. and BTC Inc. (incorporated by reference to Exhibit 10.7 filed with Kindly MD, Inc’s Current Report on Form 8-K filed on May 12, 2025).
10.4*‡		Guaranty and Security Agreement, dated as of August 15, 2025, by and between Naka SPV 2, LLC and YA II PN, Ltd.
10.5**†		Secured Convertible Debenture Purchase Agreement, dated as of May 12, 2025, by and between Kindly and YA II PN, Ltd. (incorporated by reference to Exhibit 10.4 filed with Kindly MD, Inc’s Current Report on Form 8-K filed on May 12, 2025).
10.6*†		Registration Rights Agreement, dated as of August 15, 2025, by and among Kindly MD, Inc. and YA II PN, Ltd.
10.7*†		Administrative Services Agreement, dated as of August 14, 2025, by and between Kindly MD, Inc., BTC Inc. and certain subsidiaries of Kindly MD, Inc.
10.8**		Form of Lock-up Agreement (incorporated by reference to Exhibit 10.2 filed with Kindly MD, Inc.’s Current Report on Form 8-K filed on May 12, 2025).
10.9**†		Form of Equity PIPE Subscription Agreement, dated as of May 12, 2025, by and between Kindly and certain investors party thereto (incorporated by reference to Exhibit 10.3 filed with Kindly MD, Inc.’s Current Report on Form 8-K filed on May 12, 2025).
10.10**		Form of Equity PIPE Subscription Agreement, dated as of June 19, 2025, by and between Kindly MD, Inc. and certain investors party thereto (incorporated by reference to Exhibit 10.1 filed with Kindly MD, Inc.’s Current Report on Form 8-K filed on June 20, 2025).
10.11*†		Form of Pre-Funded Common Stock Purchase Warrant of Kindly MD, Inc., issued as of August 14, 2025.
10.12*		Form of Kindly MD Inc.’s Indemnification Agreement.
10.13*		Addendum to Executive Employment Agreement with Tim Pickett, dated August 14, 2025.
10.14*		Addendum to Executive Employment Agreement with Jared Barrera, dated August 14, 2025.
10.15*†		Consulting Agreement, by and between BTC Consulting, LLC and Kindly MD, Inc., dated August 14, 2025
10.16*		Employment Agreement, by and between Tyler Evans and Kindly MD, Inc., dated August 14, 2025
10.17*		Employment Agreement, by and between Andrew Creighton and Kindly MD, Inc., dated August 14, 2025.
10.18*†		Consulting Agreement, by and between Second Gate Advisory LLC and Kindly MD, Inc. dated August 14, 2025.
10.19**		Form of Kindly MD Inc.’s 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 filed with Kindly MD Inc.’s Current Report on Form 8-K filed on May 20, 2025).
14.1*		Amended and Restated Code of Ethics and Business Conduct of Kindly MD, Inc.
19.1*†‡		Amended and Restated Insider Trading Policy of Kindly MD, Inc.
99.1*		Press Release, dated as of August 14, 2025.
99.2*		Press Release, dated as of August 15, 2025.
99.3*		Supplemental Risk Factors.
99.4*		Amended and Restated Clawback Policy of Kindly MD, Inc.
99.5*		Press release, dated as of August 15, 2025.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

*	Filed herewith
**	Previously filed.
#	Indicates a management contract or any compensatory plan, contract or arrangement.
†	Certain portions of this exhibit (indicated by asterisks) have been omitted because they are not material and are the type of information that the Company treats as private or confidential.
+	The annexes, schedules, and certain exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the Commission upon request.
‡	Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.

	KINDLY MD, INC.

Dated: August 15, 2025	By:	/s/ David Bailey
		David Bailey
		Chief Executive Officer

Exhibit 4.1

Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

FOR PURPOSES OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THIS DEBENTURE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. THE HOLDER (AS DEFINED BELOW) MAY CONTACT KYLE SIMON AT LEGAL@KINDLYMD.COM, WHO WILL, NOT LATER THAN TEN DAYS AFTER THE DATE HEREOF, PROMPTLY MAKE AVAILABLE TO THE HOLDER, UPON REQUEST, THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THIS DEBENTURE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS DEBENTURE, AND (3) THE YIELD TO MATURITY OF THIS DEBENTURE.

KINDLY MD, INC.

Secured Convertible Debenture

Principal Amount: $200,000,000

Debenture Issuance Date: August 14, 2025

Debenture Number: KDLY-1

FOR VALUE RECEIVED, Kindly MD, Inc., an entity organized under the laws of the state of Utah (the “Company”), hereby promises to pay to the order of YA II PN, Ltd., or its registered assigns (the “Holder”) the amount set out above as the principal amount (as reduced or increased pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, or redemption (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this “Debenture”) was originally issued pursuant to the Secured Convertible Debenture Purchase Agreement dated as of May 11, 2025, as it may be amended from time to time (the “Purchase Agreement”) between the Company and the Buyers listed on the Schedule of Buyers attached thereto. Certain capitalized terms used herein are defined in Section (15). All Obligations owed by the Company to the Holder under this Debenture and each other Transaction Document are guaranteed by the Guarantors, if any, pursuant to the Guaranty (if applicable) and secured by the Company and the Guarantors, if any, pursuant to the Security Documents.

(1) GENERAL TERMS

(a) Maturity Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Debenture. The “Maturity Date” shall be August 14, 2028. Other than as specifically permitted by this Debenture, the Company may not prepay or redeem any portion of the outstanding Principal and accrued and unpaid Interest.

(b) Interest Rate and Payment of Interest. From and after the second anniversary date of this Debenture, interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 6.00% (“Interest Rate”), which Interest Rate shall, at the election of a majority of the Holders, increase to an annual rate of 18.00% upon the occurrence of an Event of Default (for so long as such event remains uncured). Interest shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law. Interest shall accrue during the term of this Debenture and shall be due and payable on the Maturity Date, acceleration, redemption or conversion of the outstanding Principal.

(c) Payment Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(d) Withholding. Notwithstanding anything in this Debenture to the contrary, the Company is entitled to deduct and withhold, or cause to be deducted and withheld (in-kind or otherwise) from any amounts payable pursuant to this Debenture (including in connection with any conversion described in Section 4), such amounts as the Company determines it is required under applicable law to deduct and withhold with respect to the making of any such payment. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts are to be treated for all purposes of this Debenture as having been paid to the Holder. The Company shall provide the Holder with written notice of its intent to withhold at least five (5) days prior to such withholding, and the parties shall use commercially reasonable efforts to cooperate to mitigate or eliminate any such withholding to the maximum extent permitted by law. If the Holder determines that applicable law permits any such payment to be made without withholding or at a reduced rate of withholding, the Holder shall deliver such properly completed and executed documentation (including, but not limited to, applicable Internal Revenue Service Forms W-8 and/or W-9) as will (to the Company’s satisfaction and in accordance with applicable law) permit such payment to be made without withholding or at a reduced rate of withholding. In addition, the Holder shall deliver all such other documentation prescribed by applicable law or reasonably requested by the Company as will enable the Company to determine whether the Company is subject to any withholding or information reporting requirements and to comply therewith. The Holder agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such documentation.

(e) Tax Treatment. The parties hereto shall treat this Debenture as debt for U.S. federal (and applicable state and local) income tax purposes and shall prepare and file all tax returns consistent with, and not otherwise take any position inconsistent with, such treatment.

(2) PAYMENTS

(a) The Company shall have the right, but not the obligation, to redeem (“Optional Redemption”) early in cash a portion or all amounts outstanding under this Debenture at the Redemption Amount (as defined below) as described in this Section 2(a); provided, that (i) (a) the Company provides the Holder with at least 10 Business Days’ prior written notice of its desire to exercise an Optional Redemption (each, a “Redemption Notice”), (b) such Redemption Notice is delivered to the Holder after the closing of regular trading hours on a Trading Day and (c) such Redemption Notice may only be given if the WVAP on the date such Redemption Notice is delivered is less than the Conversion Price or (ii) (a) the Company delivers a Redemption Notice to the Holder at least 30 Trading Days’ prior to such Optional Redemption, (b) such Redemption Notice is delivered to the Holder after the closing of regular trading hours on a Trading Day and (c) such Redemption Notice may only be given if the VWAP on the date such Redemption Notice is delivered is equal to or greater than $4.50 per Common Share. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Debentures to be redeemed and the Redemption Amount. The “Redemption Amount” shall be an amount equal to the outstanding Principal balance being redeemed by the Company, plus the Payment Premium in respect of such Principal amount, plus all accrued and unpaid interest hereunder as of such redemption date. After receipt of a Redemption Notice, the Holder shall have either ten (10) or thirty (30) Trading Days, as applicable (in either case, beginning with the Trading Day immediately following the date of such Redemption Notice), to elect to convert all or any portion of the outstanding Principal of this Debenture plus all accrued and unpaid Interest, if any, plus the Payment Premium, if any, in respect of such Principal. On the eleventh (11th) or thirty-first (31st) Trading Day after the applicable Redemption Notice, as applicable, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed to the extent not converted and otherwise after giving effect to conversions or other payments made during the preceding ten (10) or thirty (30) Trading Day period, as applicable.

(b) Other than as specifically set forth in clause (a) above, the Company shall not have the ability to make any early repayments without the consent or at the request of the Holder.

(3) EVENTS OF DEFAULT.

(a) An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i) The Company’s or any Guarantor’s failure to pay to the Holder any amount of Principal after such payment is due, or any Redemption Amount, Payment Premium, Interest, or other amounts when and as due under this Debenture or any other Transaction Document and such failure continues for a period of five (5) Business Days;

(ii) (A) The Company or any Significant Subsidiary of the Company shall commence, or there shall be commenced against the Company or any Significant Subsidiary of the Company, any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any Significant Subsidiary of the Company commences, or there shall be commenced against the Company or any Significant Subsidiary of the Company, any other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, liquidation or similar law of any jurisdiction whether now or hereafter in effect, which remains undismissed for a period of sixty one (61) days; (B) the Company or any Significant Subsidiary of the Company is adjudicated insolvent or bankrupt; (C) any order of relief or other order approving any such case or proceeding is entered; (D) the Company or any Significant Subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; (E) the Company or any Significant Subsidiary of the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; (F) the Company or any Significant Subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (G) the Company or any Significant Subsidiary of the Company shall call a meeting of its creditors with a view to restructuring its debts; or (H) the Company or any Significant Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing;

(iii) The Company or any Significant Subsidiary of the Company shall default in any of its obligations under any note, debenture, or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any Significant Subsidiary of the Company in an amount exceeding $5,000,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to its stated maturity and such default is not thereafter cured within ten (10) Business Days;

(iv) a final judgment or judgments for the payment of money aggregating in excess of $5,000,000 are rendered against the Company and/or any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $5,000,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider to the effect that such judgment is covered by insurance or an indemnity and the applicable insurance or indemnity coverage has not been denied;

(v) The Common Shares shall cease to be quoted or listed for trading, as applicable, on any Principal Market for a period of ten (10) consecutive Trading Days;

(vi) The Company or any Subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section (15)) unless in connection with such Change of Control Transaction this Debenture is redeemed under Section (2)(a);

(vii) The Company’s (A) failure to deliver the required number of shares of Common Shares to the Holder within one (1) Trading Day after the applicable Share Delivery Date or (B) notice, written or oral, to any Holder, including by way of public announcement, at any time, of its intention not to comply with a request for conversion of any Debenture into Common Shares that tendered for conversion in accordance with the provisions of the Debenture, other than pursuant to Section (4)(c);

(viii) The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within five (5) Business Days after such payment is due;

(ix) The Company’s failure to timely file with the Commission any Periodic Report that would cause the Company to lose its eligibility to register securities on Form S-3, on or before the due date of such filing as established by the Commission, it being understood, for the avoidance of doubt, that such due date includes any permitted filing deadline extension under Rule 12b-25 under the Exchange Act, if such failure is not cured within five (5) Business Days;

(x) Any representation or warranty made or deemed to be made by or on behalf of the Company or any Guarantor in or in connection with any Transaction Document, or any waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Transaction Document, shall prove to have been incorrect in any material respect when made or deemed made;

(xi) (A) Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect; (B) the Company or any Guarantor contests in writing the validity or enforceability of any provision of any Transaction Document; or (C) the Company or any Guarantor denies in writing that it has any or further liability or obligation under any Transaction Document, or purports in writing to revoke, terminate (other than in line with the relevant termination provisions) or rescind any Transaction Document;

(xii) The Company uses the proceeds of the issuance of this Debenture, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulations T, U and X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose;

(xiii) Any breach of a material term set forth in (A) any other debenture, note, or instrument held by the Holder in the Company or (B) any written agreement between or among the Company and the Holder, in each case, beyond all applicable notice and cure periods set forth therein;

(xiv) the Registration Statement (as defined in the Registration Rights Agreement) shall not have been filed, declared effective or remained in effect, in each case, as required by the Registration Rights Agreement;

(xv) any material provision of any Security Document shall at any time for any reason (other than pursuant to the express terms thereof or (other than action or inaction on the part of the Holder, the Collateral Agent or any of their respective agents)) cease to be valid and binding on or enforceable against the Company or any Guarantor, or the validity or enforceability thereof shall be contested by any party thereto or any other Person, or a proceeding shall be commenced by the Company, any Guarantor or any Subsidiary or any Governmental Entity having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company, any Guarantor or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under any Security Document;

(xvi) any Security Document shall for any reason fail or cease to create a valid and perfected and first priority Lien in favor of the Collateral Agent for the benefit of the holders of the Debentures;

(xvii) The Company or any Guarantor shall fail to observe or perform any covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of this Debenture (except as may be covered by Section (3)(a)(i) through (3)(a)(xiv) hereof) or any other Transaction Document which is not cured or remedied within the time prescribed or if no time is prescribed within ten (10) Business Days after receiving written notice thereof from a Holder; and

(xviii) No later than ten (10) Business Days from the Closing Date there shall be no less than $400,000,000 of Bitcoin deposited pursuant to the Bitcoin Escrow Agreement, subject to a first priority perfected security interest in favor of the Collateral Agent for the benefit of the holders of the Secured Convertible Debentures.

(b) During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred and is continuing (other than an event with respect to the Company described in Section (3)(a)(ii)), the full unpaid Principal amount of this Debenture, together with accrued and unpaid interest and other amounts owing in respect thereof and other Obligations accrued hereunder and under the other Transaction Documents, to the date of acceleration, shall become at the Holder’s election given by notice pursuant to Section (8), (at which point the underlying Event of Default may not be cured), immediately due and payable in cash; provided that, in the case of any event with respect to the Company described in Section (3)(a)(ii), the full unpaid Principal amount of this Debenture, together with accrued and unpaid interest and other amounts owing in respect thereof and other Obligations accrued hereunder and under the other Transaction Documents, to the date of acceleration, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation) to convert, at the Conversion Price, on one or more occasions all or part of the Conversion Amount in accordance with Section (4) and subject to the limitations in Section (4)(c) at any time after (x) an Event of Default has occurred and is continuing; provided that, upon receipt of a Conversion Notice arising after the occurrence and during the continuance of an Event of Default, the underlying Event of Default may not be cured, or (y) the Maturity Date, provided that this Debenture remains outstanding, at the Conversion Price. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder in writing at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

(4) CONVERSION OF DEBENTURE. This Debenture shall be convertible into Common Shares, on the terms and conditions set forth in this Section (4).

(a) Conversion Right. Subject to the limitations of Section (4)(c), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable Common Shares in accordance with Section (4)(b), at the Conversion Price (as defined below). The number of Common Shares issuable upon conversion of any Conversion Amount pursuant to this Section (4)(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price. The Company shall not issue any fraction of a Common Shares upon any conversion. All calculations under this Section (4) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common Shares, the Company shall round such fraction of a Common Shares up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.

(i) “Conversion Amount” means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to which this determination is being made.

(ii) “Conversion Price” means, as of any Conversion Date (as defined below) $2.80 per Common Share, subject to a one-time, downward only reset equal to 130% of the VWAP (but not below $2.00 per Common Share) as of the last Trading Day prior to the date of effectiveness of the registration statement with respect to the resale of the Conversion Shares or, if the Company has an effective shelf registration statement on Form S-3 on the Closing Date, the date of the filing of a prospectus supplement with respect to the resale of the Conversion Shares. The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of this Debenture.

(b) Mechanics of Conversion.

(i) Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 3:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (4)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the first (1^st) Trading Day following the date of receipt of a Conversion Notice (or such earlier date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the Company’s transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if restrictive legends are required to be placed on certificates or book-entry positions of the Common Shares, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled. If this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than five (5) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the Holder a new Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.

(ii) Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Date to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable and documented brokerage commissions and other reasonable and documented out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares multiplied by (B) the Closing Price on the Conversion Date.

(iii) Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount represented by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon any partial conversion.

(i) Beneficial Ownership. The Holder shall not have the right to convert any portion of this Debenture to the extent that after giving effect to such conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of Common Shares outstanding immediately after giving effect to such conversion. The Holder shall have the authority and obligation to determine whether the restriction contained in this Section (4)(c)(i) will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section (4)(c)(i) applies, the determination of which portion of the Principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. The provisions of this Section (4)(c)(i) may be waived by a holder (but only as to itself and not to any other holder) upon not less than 65 days prior notice to the Company. Other holders shall be unaffected by any such waiver.

(ii) Principal Market Limitation. Notwithstanding anything in this Debenture to the contrary, the Company shall not issue any Common Shares pursuant to the terms of this Debenture if the issuance of such Common Shares would exceed the aggregate number of Common Shares that the Company may issue upon conversion of this Debenture and under the other Transaction Documents in compliance with the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations is 1,203,827 and shall be referred to as the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of Common Shares in excess of such amount or (B) as advised by outside counsel to the Company that such approval is not required.

(1) Notwithstanding anything to the contrary contained in this Debenture or in any other Transaction Document, there shall be no limitations, including with respect to timing or amount, on conversions of this Debenture.

(d) Other Provisions.

(i) All calculations under this Section (4) shall be rounded to the nearest $0.0001 or whole share.

(ii) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Shares such number of Common Shares not less than the maximum number of Common Shares issuable upon conversion of this Debenture (assuming for purposes hereof that (x) this Debenture is convertible at the Conversion Price as of the date of determination and (y) any such conversion shall not take into account any limitations on the conversion of the Debenture set forth herein or therein (the “Required Reserve Amount”), provided that at no time shall the number of Common Shares reserved pursuant to this Section (4)(d)(ii) be reduced other than proportionally with respect to all Common Shares in connection with any conversion (other than pursuant to the conversion of this Debenture in accordance with its terms) and/or cancellation of this Debenture, or a reverse stock split undertaken by the Company. If at any time the number of Common Shares reserved pursuant to this Section (4)(d)(ii) becomes less than the Required Reserve Amount, the Company will promptly take all corporate action necessary to promptly propose at a meeting of its shareholders an increase of its authorized share capital necessary to meet the Company’s obligations pursuant to this Debenture, and the Company’s Board of Directors will recommend that the Company’s shareholders vote in favor of such increase. The Company covenants that, upon issuance in accordance with conversion of this Debenture in accordance with its terms, the Common Shares, when issued, will be validly issued, fully paid and nonassessable.

(iii) Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (3) herein for the Company’s failure to deliver Common Shares upon conversion in the manner and within the time period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(iv) Legal Opinions. The Company is obligated, upon reasonable notice, to use its commercially reasonable efforts to cause its legal counsel to deliver legal opinions to the Company’s transfer agent in connection with any legend removal upon the expiration of any holding period or other requirement for which the Underlying Shares may bear legends restricting the transfer thereof; provided, however, that such Holder has delivered such reasonably requested representations to such transfer agent, the Company and the Company’s legal counsel in connection with the request for such opinion. To the extent such opinions are not provided (either timely or at all other than because of an action or inaction of Holder, including the reasonably requested representations of Holder), then, in addition to being an Event of Default in accordance with Section (3)(a)(xv), the Company agrees to reimburse the Holder for all reasonable and documented costs incurred by the Holder in connection with any legal opinions paid for by the Holder in connection with sale or transfer of Underlying Shares. To the extent such opinions are not provided (either timely or at all), the Holder shall notify the Company of any such costs and expenses it incurs that are referred to in this section from time to time and all reasonable amounts owed hereunder shall be paid by the Company with reasonable promptness.

(v) The Company hereby expressly acknowledges and agrees that (i) the Purchase Agreement and all Transaction Documents to which it is a party are ratified and confirmed and shall remain in full force and effect, (ii) it has no set off, counterclaim, defense or other claim or dispute with respect to any Transaction Document, (iii) notwithstanding anything to the contrary in any Transaction Document, the term “Obligations” as used and defined in the Guaranty (if applicable) and any Security Document shall include all Obligations under this Agreement and the other Transaction Documents, and (iv) all Obligations under this Debenture are duly secured by the Security Documents.

(vi) The Company hereby covenants and agrees that, upon the reasonable request of the Holder, the Company shall take all necessary action, at the Company’s sole expense, to ensure the prompt registration of the securities associated with this Debenture, in accordance with applicable securities laws and regulations and the Registration Rights Agreement.

(5) Adjustments to Conversion Price.

(a) Adjustment of Conversion Price upon Subdivision or Combination of Common Shares. If the Company, at any time while this Debenture is outstanding, shall (a) pay a stock dividend or otherwise make a distribution or distributions on its Common Shares or any other equity or equity equivalent securities payable in Common Shares, (b) subdivide outstanding Common Shares into a larger number of shares, (c) combine (including by way of reverse stock split) outstanding Common Shares into a smaller number of shares, or (d) issue by reclassification of shares of the Common Shares any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of Common Shares outstanding after such event. Any adjustment made pursuant to this Section (5)(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) [Reserved].

(c) Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect to or in exchange for Common Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Debenture, at the Holder’s option, (i) in addition to the Common Shares receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such Common Shares had such Common Shares been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Debenture) or (ii) in lieu of the Common Shares otherwise receivable upon such conversion, such securities or other assets received by the holders of Common Shares in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with conversion rights for the form of such consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate with the Conversion Price. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required Holders. The provisions of this Section (5)(d) shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Debenture.

(d) Whenever the Conversion Price is adjusted pursuant to this Section (5), the Company shall promptly provide the Holder with a written notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(e) In case of any (1) merger or consolidation of the Company or any Subsidiary of the Company with or into another Person, or (2) sale by the Company or any Subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related transactions, a Holder shall have the right to (A) exercise any rights under any other provision of this Section (5), if applicable, (B) convert the aggregate amount of this Debenture then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Shares following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property as the Common Shares into which such aggregate Principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving entity to issue to the Holder a convertible debenture with a Principal amount equal to the aggregate Principal amount of this Debenture then held by such Holder, plus all accrued and unpaid Interest and other amounts owing thereon, which such newly issued convertible debenture shall have terms identical (including with respect to conversion) to the terms of this Debenture, and shall be entitled to all of the rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debenture was issued. In the case of clause (C), the conversion price applicable for the newly issued convertible debentures shall be based upon the amount of securities, cash and property that each Common Shares would receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash and property set forth in this Section (5)(e) upon any conversion or redemption following such event. This provision shall similarly apply to successive such events.

(6) INDEMNIFICATION. With respect to the Company’s obligations under this Debenture and the other Transaction Documents:

(a) To the fullest extent permitted by law, the Company shall, and hereby does, indemnify, hold harmless and defend the Holder, its investment manager and their respective directors, officers, partners, employees, agents, representatives, and successors and assigns of, and each Person, if any, who controls Holder within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable and documented attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in any filing made in any public filing (including, without limitation, any Periodic Reports) made by the Company with the Commission, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”) except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are (1) based upon information regarding Holder furnished in writing to Company by or on behalf of Holder expressly for use therein or Holder has omitted a material fact from such information or (2) directly result from any breach by Holder of the Transaction Documents. The Company shall reimburse the Indemnified Persons and each such controlling person promptly as such expenses are incurred and are due and payable, for any legal fees or disbursements or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.

(b) Promptly after receipt by an Indemnified Person under this Section (6) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section (6), deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person; provided, however, that an Indemnified Person shall have the right to retain its own counsel with the fees and expenses of not more than one (1) counsel for such Indemnified Person to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person under this Section (6), except solely to the extent that the indemnifying party is actually prejudiced in its ability to defend such action.

(c) The indemnification required by this Section (6) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

(d) The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

(7) REISSUANCE OF THIS DEBENTURE.

(a) Transfer. If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Debenture (in accordance with Section (7)(d)), registered in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid Interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Debenture (in accordance with Section (7)(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section (4)(b)(iii) following conversion or redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated on the face of this Debenture. This Debenture is intended to be in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations.

(b) Lost, Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section (7)(d)) representing the outstanding Principal.

(c) Debenture Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Debenture or Debentures (in accordance with Section (7)(d)) representing in the aggregate the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d) Issuance of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section (7)(a) or Section (7)(c), the Principal designated by the Holder which, when added to the Principal represented by the other new Debentures issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

(8) NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e-mail addresses for such communications shall be:

If to the Company, to:	Kindly MD, Inc. 5097 South 900 East
	STE #100
	SLC, Utah 84117 Attention: Tim Pickett, CEO Email: [***]

with a copy (which shall not constitute notice) to:	Brunson Chandler & Jones, PLLC 175 South Main Street Suite 1410 Salt Lake City, UT 84111 callie@bcjlaw.com

If to the Holder:	YA II PN, Ltd
	c/o Yorkville Advisors Global, LLC 1012 Springfield Avenue
	Mountainside, NJ 07092
	Attention: Mark Angelo
	Telephone: (201) 985-8300
	Email: Legal@yorkvilleadvisors.com

or at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service provider containing the time, date, recipient email address or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(9) NO IMPAIRMENT. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the Principal of, Interest and other charges (if any) on, this Debenture at the time, place, and rate, and in the currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding, the Company shall not and shall cause their subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase or otherwise acquire Common Shares or other equity securities; (iii) enter into any agreement with respect to any of the foregoing; or (iv) enter into any agreement, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability of the Company to perform its obligations under the this Debenture, including, without limitation, the obligation of the Company to make cash payments hereunder.

(10) This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent converted into Common Shares in accordance with the terms hereof.

(11) CHOICE OF LAW; VENUE; WAIVER OF JURY TRIAL

(a) Governing Law. This Debenture and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.

(b) Jurisdiction; Venue; Service.

(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.

(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.

(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or any other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or any other Transaction Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided for notices in this Debenture, such service to become effective thirty (30) days after the date of mailing.

(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS DEBENTURE OR ANY MATTER RELATING TO THIS DEBENTURE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

(12) If the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.

(13) Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.

(14) If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any Interest or other amount deemed Interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or Interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Debenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

(15) CERTAIN DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:

(a) [Reserved]

(b) “Approved Stock Plan” means any employee benefit plan or share incentive plan which has been approved by the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director for services provided to the Company.

(c) “Bloomberg” means Bloomberg Financial Markets (or if not available, a similar service provider of national recognized standing).

(d) “Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

(e) “Buy-In” shall have the meaning set forth in Section (4)(b)(ii).

(f) “Buy-In Price” shall have the meaning set forth in Section (4)(b)(ii).

(g) “Change of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (except that the acquisition of voting securities by the Holder shall not constitute a Change of Control Transaction for purposes hereof), (b) any transaction or event (whether by means of (A) a share exchange or tender offer applicable to the Common Shares, (B) a liquidation, consolidation, recapitalization, reclassification, combination or merger of the Company or (C) a sale, lease or other transfer of all or substantially all of the consolidated assets of the Company) or a series of related transactions or related events pursuant to which all or a portion of the outstanding Common Shares of the Company are exchanged for, converted into or constitute solely the right to receive cash, securities or other property, and after giving effect to such transaction or event, the Persons who held such Common Shares immediately prior to such transaction or event cease to hold a majority of the voting power of the acquirer or successor immediately following such transaction or event, (c) a consolidation or merger in which the Company is not the surviving entity and, after giving effect to such consolidation or merger, the Persons who held such Common Shares immediately prior to such consolidation or merger cease to hold a majority of the voting power of the acquirer or successor immediately following such consolidation or merger, (d) a sale, assignment, transfer, conveyance or other disposal of all or substantially all of the properties and/or other assets of the Company and its Subsidiaries on a consolidated basis, to another person or entity, or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in subclauses (a) through (d), unless, in connection with the occurrence of any of the events, transactions or other actions described in the foregoing subclauses (a) through (e), all amounts due under this Note are paid in full or the Holder consents to such Change of Control Transaction. Notwithstanding the foregoing, a Change of Control Transaction shall not include any merger, acquisition or similar transaction in which the Company acquires or combines with BTC Inc. and/or UTXO, LLC.

(h) “Claims” shall have the meaning set forth in Section (6)(a).

(i) “Closing Date” has the meaning given such term in the Purchase Agreement.

(j) “Closing Price” means the price per share in the last reported trade of the Common Shares on a Principal Market or on the exchange which the Common Shares is then listed as quoted by Bloomberg.

(k) “Commission” means the Securities and Exchange Commission.

(l) “Common Shares” means the common stock, par value $0.01, of the Company and stock of any other class into which such shares may hereafter be changed or reclassified.

(m) “Company” shall have the meaning set forth in the preamble of this Debenture.

(n) [Reserved].

(o) “Conversion Date” shall have the meaning set forth in Section (4)(b)(i).

(p) “Conversion Failure” shall have the meaning set forth in Section (4)(b)(ii).

(q) “Conversion Notice” shall have the meaning set forth in Section (4)(b)(i).

(r) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Common Shares.

(s) “Corporate Event” shall have the meaning set forth in Section (5)(c).

(t) “Debenture” shall have the meaning set forth in the preamble of this Debenture.

(u) “DTC” shall have the meaning set forth in Section (4)(b)(i).

(v) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(w) “Exchange Cap” shall have the meaning set forth in Section (4)(c)(ii).

(x) “Fundamental Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned Subsidiary of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets (which include the Company and its Subsidiaries on a consolidated basis) in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to tender or exchange their shares for other securities, cash or property, (4) the Company effects a “spin-off,” “spin-out” or “split-off” transaction of all or a material portion of its assets (which include the Company and its Subsidiaries on a consolidated basis) or (5) the Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property. Notwithstanding the foregoing, a Fundamental Transaction shall not include any reclassification of the Common Stock or any compulsory share exchange in connection with any future acquisition of BTC Inc. and/or UTXO, LLC.

(y) “Governing Jurisdiction” shall have the meaning set forth in Section (11)(a).

(z) “Guarantors” means each of the guarantors from time to time party to the Guaranty, if any.

(aa) “Guaranty” means, to the extent there are Guarantors, that certain Guaranty Agreement, dated on or about the Issuance Date, made by each of the Guarantors party thereto from time to time in favor of the Holder, as may be amended, restated, supplemented or otherwise modified from time to time.

(bb) “Holder” shall have the meaning set forth in the preamble of this Debenture.

(cc) “Indemnified Damages” shall have the meaning set forth in Section (6)(a).

(dd) “Indemnified Person” shall have the meaning set forth in Section (6)(a).

(ee) “Issuance Date” shall have the meaning set forth in the preamble of this Debenture.

(ff) “Interest Rate” shall have the meaning set forth in Section (1)(b).

(gg) “Material Adverse Effect” has the meaning given such term in the Purchase Agreement.

(hh) “Maturity Date” shall have the meaning set forth in Section (1)(a).

(ii) “Obligations” means all of the Company’s and each Guarantor’s now existing and hereafter created or arising obligations, indebtedness and liabilities of any kind (whether primary or secondary, conditional or unconditional, contingent or noncontingent, joint or several) owed to the Holder, whether existing, created, incurred or arising in the Company’s or such Guarantor’s capacity as a borrower, guarantor, indemnitor, customer, purchaser, lessee, licensee, applicant, counterparty, debtor or other obligor, including (a) any loan amount, principal, interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), fee, charge, indemnification obligation, reimbursement obligation, royalty, premium, cost, expense, price, rent or other amount owed by the Company or such Guarantor to the Holder at any time, including future advances, protective advances and other financial accommodations, (b) any obligations, indebtedness or liabilities of the Company and the Guarantors to the Holder under any Transaction Document at any time, and (c) any of the foregoing that may have been, or that may be, acquired by the Holder from any third party, the Company or any Guarantor at any time.

(jj) “Optional Redemption” shall have the meaning set forth in Section (2)(a).

(kk) “Options” means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities.

(ll) “Other Debentures” means any other debentures issued pursuant to the Purchase Agreement and any other debentures, notes, or other instruments issued in exchange, replacement, or modification of the foregoing.

(mm) “Payment Premium” means for payments made (i) within twelve (12) months of the date of this Debenture, 1.5%, (ii) between twelve (12) months and twenty-four (24) months of the date of this Debenture, 3.0%, and (iii) from and after twenty-four months of the date of this Debenture until thirty-six (36) months of the date of this Debenture, 5.0%.

(nn) “Periodic Reports” shall mean all of the Company’s reports (in form and substance as required by the Commission under applicable laws and regulations) required to be filed by the Company with the Commission under applicable laws and regulations (including, without limitation, Regulation S-K), including annual reports (on Form 10-K), quarterly reports (on Form 10-Q), and current reports (on Form 8-K), for so long as any amounts are outstanding under this Debenture.

(oo) “Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

(pp) “Pledge Agreement” means that certain Pledge Agreement, dated as of the Issuance Date, by the Company and the Guarantors from time to time party thereto in favor of the Holder, as may be amended, restated, supplemented or otherwise modified from time to time.

(qq) “Principal” shall have the meaning set forth in the preamble of this Debenture.

(rr) “Principal Market” means the Nasdaq Capital Market; provided however, that in the event the Company’s Common Shares are ever listed or traded on any of the New York Stock Exchange, the NYSE American, the Nasdaq Global Market, or the Nasdaq Global Select Market, or such successor thereto, the “Principal Market” shall mean that market on which the Common Shares are then listed or traded

(ss) “Purchase Agreement” shall have the meaning set forth in the preamble of this Debenture.

(tt) “Redemption Amount” shall have the meaning set forth in Section (2)(a).

(uu) “Redemption Notice” shall have the meaning set forth in Section (2)(a).

(vv) “Registration Rights Agreement” has the meaning given such term in the Purchase Agreement.

(ww) “Required Holders” has the meaning given such term in the Purchase Agreement.

(xx) “Required Reserve Amount” shall have the meaning set forth in Section (4)(d).

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

(zz) “Security Agreement” has the meaning given such term in the Purchase Agreement.

(aaa) “Security Documents” means, collectively, the Security Agreement, the Pledge Agreement, the Bitcoin Escrow Agreement, any other security agreements, pledge agreements or other similar agreements delivered to the Holder, the Guaranty (if applicable) and each of the other agreements, instruments or documents that creates a lien or guaranty in favor of the Holder.

(bbb) “Share Delivery Date” shall have the meaning set forth in Section (4)(b)(i).

(ccc) “Significant Subsidiary” of any Person means any Subsidiary of that Person that constitutes a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of that Person.

(ddd) “Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

(eee) “Trading Day” means a day on which the Common Shares are quoted or traded on a Principal Market on which the Common Shares are then quoted or listed; provided, that in the event that the Common Shares are not listed or quoted, then Trading Day shall mean a Business Day.

(fff) “Transaction Document” has the meaning given such term in the Purchase Agreement.

(ggg) “Underlying Shares” means the Fee Shares and the Common Shares issuable upon conversion of this Debenture in accordance with the terms hereof.

(hhh) “Violations” shall have the meaning set forth in Section (6)(a).

(iii) “VWAP” means, for any security as of any date, the daily dollar volume-weighted average price for such security on the Principal Market during regular trading hours as reported by Bloomberg through its “Historical Prices – Px Table with Average Daily Volume” function.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Convertible Secured Debenture to be duly executed by a duly authorized officer as of the date set forth above.

	COMPANY:

	KINDLY MD, INC.

	By:	/s/ David Bailey
	Name:	David Bailey
	Title:	Chief Executive Officer

EXHIBIT I
CONVERSION NOTICE

(To be executed by the Holder in order to Convert the Secured Convertible Debenture)

TO: KINDLY MD, INC.

Via Email:

The undersigned hereby irrevocably elects to convert a portion of the outstanding and unpaid Conversion Amount of Secured Convertible Debenture No. KDLY-1 into Common Shares of KINDLY MD, INC., according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:
Principal Amount to be Converted:
Accrued Interest to be Converted: Payment Premium to be Converted
Total Conversion Amount to be converted:
Conversion Price:
Number of Common Shares to be issued:

Please issue the Common Shares in the following name and deliver them to the following account:

Issue to:
Broker DTC Participant Code:
Account Number:

Authorized Signature:
Name:
Title:

Exhibit 10.1

Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of
Regulation S-K. [***] indicates that information has been redacted.

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as August 14, 2025, is entered into by and among Kindly MD, Inc., a Utah corporation (the “Company”), Nakamoto Holdings Inc., a Delaware corporation (“NewCo”), each of the Existing NewCo Holders (as defined below) and the Private Placement Investors (the “Investors” together with the Company and Existing NewCo Holders, the “Parties”).

DEFINITIONS

1. Certain Definitions. As used in this Agreement, the following terms have the meanings indicated:

“Affiliate” means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person.

“Blackout Period” has the meaning given to such term in Section 3(o).

“Board” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of New York are authorized or required to be closed by law or governmental action.

“Commission” means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act.

“Common Stock” means the common stock, par value $0.001 per share, of the Company.

“Company Securities” means any equity interest of any class or series in the Company.

“Control” (including the terms “Controls,” “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person.

“Closing Date” the closing date of the merger between Kindly MD, Inc. and Nakamoto Holdings Inc.

“Demand Notice” has the meaning given to such term in Section 2(b)(i).

“Effective Date” means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective.

“Effectiveness Deadline” has the meaning given to such term in Section 2(a).

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

“Existing NewCo Holders” means each of the Persons listed on Schedule I hereto.

“Holder” means, unless and until such Person ceases to hold any Registrable Securities, each of the Existing NewCo Holders, Investors, and any holder of Registrable Securities to whom registration rights conferred by this Agreement have been Transferred in compliance with Section 10(e) hereof; provided, that such transferee shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement.

“Initiating Holder” means the Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable.

“Lockup Period” means the period of time beginning on the date hereof and ending 180 days after the Closing Date.

“Material Adverse Change” means (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (c) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a national emergency or war or a change in national or international financial, political or economic conditions, or (d) any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations, results of operations or prospects of the Company and its subsidiaries taken as a whole.

“Person” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened.

“Prospectus” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means the Shares; provided, however, that Registrable Securities shall not include: (a) any Shares that have been registered under the Securities Act and disposed of pursuant to an effective Registration Statement or otherwise transferred to a Person who is not entitled to the registration and other rights hereunder; (b) any Shares that have been sold or transferred by the Holder thereof pursuant to Rule 144 (or any similar provision then in force under the Securities Act) and the transferee thereof does not receive “restricted securities” as defined in Rule 144; and (c) any Shares that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).

“Registration Statement” means a registration statement of the Company in the form required to register under the Securities Act and other applicable law for the resale of the Registrable Securities in accordance with the intended plan of distribution of each Holder included therein, and including any Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments (including a shelf takedown prospectus to the extent requested by an Existing NewCo Holder in connection with a Demand Request at a time that a Shelf Registration Statement, or other Registration Statement pursuant to which the applicable Registrable Securities may be offered on a continuous or delayed basis, is effective), all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Requested Underwritten Offering” has the meaning given to such term in Section 2(c).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act.

“Rule 405” means Rule 405 promulgated by the Commission pursuant to the Securities Act.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder.

“Shares” means the shares of Common Stock held by the Existing NewCo Holders and Investors as of the date hereof, and any other equity interests of the Company or equity interests in any successor of the Company issued in respect of such shares by reason of or in connection with any stock dividend, stock split, combination, reorganization, recapitalization, conversion to another type of entity or similar event involving a change in the capital structure of the Company.

“Shelf Registration Statement” means a Registration Statement of the Company filed with the Commission on Form S-3, or Form S-1 if Form S-3 is not available for use by the Company at such time (or any successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 (or any similar rule that may be adopted by the Commission) covering the Registrable Securities, as applicable.

“Suspension Period” has the meaning given to such term in Section 10(b).

“Trading Market” means the principal national securities exchange on which Registrable Securities are listed.

“Transfer” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation of law), of Registrable Securities (or any interest (pecuniary or otherwise) therein or right thereto), including derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, Registrable Securities are transferred or shifted to another Person.

“Underwritten Offering” means an underwritten offering of Common Stock for cash (whether a Requested Underwritten Offering or in connection with a public offering of Common Stock by the Company, stockholders or both), excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 or an offering on any registration statement form that does not permit secondary sales.

“Underwritten Offering Notice” has the meaning given to such term in Section 2(c).

“VWAP” means, as of a specified date and in respect of Registrable Securities, the volume weighted average price for such security on the Trading Market for the five trading days immediately preceding, but excluding, such date.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections refer to sections of this Agreement; (c) the terms “include,” “includes,” “including” and words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof,” “hereto,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise indicated.

2. Registration.

(a) Initial Registration

(i) At the expiration of the Lockup Period, the Company shall use its reasonable best efforts to file with the Commission a Registration Statement registering the offering and the sale of all the Registrable Securities held from time to time as permitted by Rule 415 on the terms and conditions specified in this Section 2(a) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as reasonably practicable after the initial filing thereof, but in no event later than 20 days following the filing deadline (the “Effectiveness Deadline”), further provided, that the Effectiveness Deadline shall be extended to 60 days after the filing deadline if the Registration Statement is reviewed by and receives comments from, the Commission and 90 days after the filing deadline if the Company is not then eligible to register for resale the Registrable Securities on Form S-3. The Registration Statement filed with the Commission pursuant to this Section 2(a)(i) shall be a shelf registration statement on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit the Holders to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this Section 2(a)(i) shall provide for the resale pursuant to any method or combination of methods legally available to, and reasonably requested prior to effectiveness by, the Parties. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this Section 2(a)(i) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Parties until all such Registrable Securities have ceased to be Registrable Securities. When effective, a Registration Statement filed pursuant to this Section 2(a)(i) (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made) other than any untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Party specifically for use in the preparation thereof.

(b) Demand Registration.

(i) The Existing NewCo Holders shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the dollar amount of the Registrable Securities of the Initiating Holder to be included therein is reasonably likely to result in gross sale proceeds of at least $25 million based on the VWAP (the “Minimum Amount”) as of the date of the Demand Notice.

(ii) Within five Business Days (or if the Registration Statement will be a Shelf Registration Statement, within two Business Days) after the receipt of the Demand Notice, the Company shall give written notice of such Demand Notice to all Existing NewCo Holders and, within 30 days after receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case, within 90 days thereof), shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover all of the Registrable Securities that the Existing NewCo Holders shall in writing request to be included in the Demand Registration (such request to be given to the Company within three Business Days (or if the Registration Statement will be a Shelf Registration Statement, within one Business Day) after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(b)(ii)). The Company shall use reasonable best efforts to cause such Registration Statement to become and remain effective under the Securities Act until the earlier of (A) 180 days (or two years if a Shelf Registration Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement.

(iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 90 days after the closing of any Underwritten Offering, and (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all securities held by Existing NewCo Holders shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of shares of Common Stock held by Existing NewCo Holders on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. Subject to the foregoing sentence, following the date of this Agreement, the Existing NewCo Holders shall each be permitted to be the Initiating Holder for an unlimited number of Demand Registrations (including any demands for registration of the offer and sale of shares of Common Stock held by Existing NewCo Holders on Form S-3 (so long as the Company is eligible to use Form S-3)). No Demand Registration shall be deemed to have occurred for purposes of this Section 2(b)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of this Section 2(b)(iii) if, as a result of Section 2(b)(vi)(A), there is included in the Demand Registration less than the lesser of (i) the shares of Common Stock of the Existing NewCo Holders having a VWAP measured on the effective date of the related Registration Statement of $25 million and (ii) two-thirds of the number of Common Stock of the Existing NewCo Holder set forth in the applicable Demand Notice.

(iv) An Existing NewCo Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from the Initiating Holder that the Initiating Holder is withdrawing an amount of its Registrable Securities from the Demand Registration such that the remaining amount of Registrable Securities of the Initiating Holder to be included in the Demand Registration is reasonably likely to result in gross sale proceeds below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(b)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o).

(v) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(b)(vi) and Section 2(d)(iii).

(vi) In the case of a Demand Registration not being underwritten, if the Initiating Holder advises the Company that in its reasonable opinion the aggregate number of securities requested to be included exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company shall include in such Demand Registration only that number of securities that in the reasonable opinion of the Initiating Holder will not have such adverse effect, with such number to be allocated as follows: (A) first, pro-rata among all Holders (including the Initiating Holder) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder; (B) second, if there remains availability for additional securities to be included in such Demand Registration, the Company; and (C) third, if there remains availability for additional securities to be included in such Demand Registration, any other holders entitled to participate in such Demand Registration, if applicable, based on the relative number of securities such holder is entitled to include in such Demand Registration.

(vii) The Company shall use its reasonable best efforts to qualify for registration on Form S-3. The Company shall use commercially reasonable efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice. If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place.

(viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Existing NewCo Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Existing NewCo Holders to enable the Existing NewCo Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof.

(ix) In the event a Holder Transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such Transfer, at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided, that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, Affiliates of the Holder or transferees of the Holder or (B) the Company has received written consent therefor from each Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.

(c) Requested Underwritten Offering. Any Existing NewCo Holder then able to effectuate a Demand Registration pursuant to the terms of Section 2(a) (or who has previously effectuated a Demand Registration pursuant to Section 2(a) but has not engaged in an Underwritten Offering in respect of such Demand Registration) shall have the option and right, exercisable by delivering written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering (an “Underwritten Offering Notice”), to require the Company, pursuant to the terms of and subject to the limitations of this Agreement, to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering pursuant to a new Demand Registration or pursuant to an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”); provided, that the dollar amount of the Registrable Securities of such Initiating Holder requested to be included in such Requested Underwritten Offering is reasonably likely to result in gross sale proceeds at least equal to the Minimum Amount as of the date of such Underwritten Offering Notice. The Underwritten Offering Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Requested Underwritten Offering. The managing underwriter or managing underwriters of a Requested Underwritten Offering shall be designated by the Company; provided, however, that such designated managing underwriter or managing underwriters shall be reasonably acceptable to the Initiating Holder. Notwithstanding the foregoing, the Company is not obligated to effect a Requested Underwritten Offering within 90 days after the closing of an Underwritten Offering. Any Requested Underwritten Offering (other than the first Requested Underwritten Offering made in respect of a prior Demand Registration) shall constitute a Demand Registration of the Initiating Holder for purposes of Section 2(b)(iii) (it being understood that if requested concurrently with a Demand Registration then, together, such Demand Registration and Requested Underwritten Offering shall count as one Demand Registration); provided, however, that a Requested Underwritten Offering shall not constitute a Demand Registration of the Initiating Holder for purposes of Section 2(b)(iii) if, as a result of Section 2(d)(iii)(A), the Requested Underwritten Offering include less than the lesser of (i) Registrable Securities of the Initiating Holder having a VWAP measured on the effective date of the related Registration Statement of $10 million and (ii) two-thirds of the number of Registrable Securities the Initiating Holder set forth in the applicable Underwritten Offering Notice.

(d) Piggyback Registration and Piggyback Underwritten Offering.

(i) If the Company shall at any time propose to file a registration statement under the Securities Act with respect to an offering of Common Stock (other than a registration statement on Form S-4, Form S-8 or any successor forms thereto or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan and other than a Demand Registration), whether or not for its own account, then the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days, except if the registration statement will be a Shelf Registration Statement, at least two Business Days, before) the anticipated filing date (the “Piggyback Registration Notice”). The Piggyback Registration Notice shall offer Existing NewCo Holders the opportunity to include for registration in such registration statement the number of Registrable Securities as they may request in writing (a “Piggyback Registration”). The Company shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests for inclusion therein (“Piggyback Registration Request”) within three Business Days or, if the Piggyback Registration will be on a Shelf Registration Statement, within one Business Day, after sending the Piggyback Registration Notice. For the avoidance of doubt, the failure to receive such notice within the aforementioned timeframes shall result in a waiver of such Existing NewCo Holder’s participation right. Each Existing NewCo Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, that (A) such request must be made in writing prior to the effectiveness of such registration statement and (B) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. Any withdrawing Holder shall continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of Common Stock, all upon the terms and conditions set forth herein.

(ii) If the Company shall at any time propose to conduct an Underwritten Offering (including a Requested Underwritten Offering), whether or not for its own account, then the Company shall promptly notify all Existing NewCo Holders of such proposal reasonably in advance of (and in any event at least five Business Days, except if the Underwritten Offering will be made pursuant to a Shelf Registration Statement, at least two Business Days, before) the commencement of the offering, which notice shall set forth the principal terms and conditions of the issuance, including the proposed offering price or range of offering prices (if known), the anticipated filing date of the related registration statement (if applicable) and the number of shares of Common Stock that are proposed to be registered (the “Underwritten Offering Piggyback Notice”). The Underwritten Offering Piggyback Notice shall offer Existing NewCo Holders the opportunity to include in such Underwritten Offering (and any related registration, if applicable) the number of Registrable Securities as they may request in writing (an “Underwritten Piggyback Offering”); provided, however, that in the event that the Company proposes to effectuate the subject Underwritten Offering pursuant to an effective Shelf Registration Statement other than an Automatic Shelf Registration Statement, only Registrable Securities of Existing NewCo Holders which are subject to an effective Shelf Registration Statement may be included in such Underwritten Piggyback Offering. The Company shall use commercially reasonable efforts to include in each such Underwritten Piggyback Offering such Registrable Securities for which the Company has received written requests for inclusion therein within three Business Days or, if such Underwritten Piggyback Offering will be made pursuant to a Shelf Registration Statement, within one Business Day after sending the Underwritten Offering Piggyback Notice. Each Existing NewCo Holder shall be permitted to withdraw all or part of such Existing NewCo Holder’s Registrable Securities from an Underwritten Piggyback Offering at any time prior to the effectiveness of the applicable registration statement, and such Existing NewCo Holder shall continue to have the right to include any Registrable Securities in any subsequent Underwritten Offerings, all upon the terms and conditions set forth herein.

(iii) If the managing underwriter or managing underwriters of an Underwritten Offering advise the Company and the Existing NewCo Holders that in their reasonable opinion that the inclusion of all of the Existing NewCo Holders’ Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) (and any other Common Stock proposed to be included in such offering) exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company shall include in such Underwritten Offering (and any related registration, if applicable) only that number of shares of Common Stock proposed to be included in such Underwritten Offering (and any related registration, if applicable) that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such adverse effect, with such number to be allocated as follows: (A) in the case of a Requested Underwritten Offering, (1) first, pro-rata among all Existing NewCo Holders (including the Initiating Holder) that have requested to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Existing NewCo Holder, (2) second, if there remains availability for additional shares of Common Stock to be included in such Underwritten Offering, the Company, and (3) third, if there remains availability for additional shares of Common Stock to be included in such Underwritten Offering, any other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of shares of Common Stock then held by each such holder; and (B) in the case of any other Underwritten Offerings, (x) first, to the Company, (y) second, if there remains availability for additional shares of Common Stock to be included in such Underwritten Offering, pro-rata among all Existing NewCo Holders desiring to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Existing NewCo Holder, and (z) third, if there remains availability for additional shares of Common Stock to be included in such registration, pro-rata among any other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of shares of Common Stock then held by each such holder. If any Existing NewCo Holder disapproves of the terms of any such Underwritten Offering, such Existing NewCo Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered on or prior to the time of the pricing of such offering. Any Registrable Securities withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2(d) at any time in its sole discretion whether or not any Existing NewCo Holder has elected to include Registrable Securities in such Registration Statement. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 7 hereof.

3. Registration and Underwritten Offering Procedures. The procedures to be followed by the Company and each Existing NewCo Holder electing to sell Registrable Securities in a Registration Statement pursuant to this Agreement, and the respective rights and obligations of the Company and such Existing NewCo Holders, with respect to the preparation, filing and effectiveness of such Registration Statement and the effectuation of any Underwritten Offering, are as follows:

(a) In connection with a Demand Registration, the Company will, at least three Business Days prior to the anticipated filing of the Registration Statement and any related Prospectus or any amendment or supplement thereto (other than, after effectiveness of the Registration Statement, any filing made under the Exchange Act that is incorporated by reference into the Registration Statement), (i) furnish to such Existing NewCo Holders copies of all such documents prior to filing and (ii) use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Existing NewCo Holders reasonably shall propose prior to the filing thereof.

(b) In connection with a Piggyback Registration, Underwritten Piggyback Offering or a Requested Underwritten Offering, the Company will, at least three Business Days (or in the case of a Shelf Registration Statement or an offering that will be made pursuant to a Shelf Registration Statement, at least one Business Day) prior to the anticipated filing of any initial Registration Statement that identifies the Existing NewCo Holders and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do nothing more than name Existing NewCo Holders and provide information with respect thereto), as applicable, furnish to such Existing NewCo Holders copies of any such Registration Statement or related Prospectus or amendment or supplement thereto that identify the Existing NewCo Holders and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do nothing more than name Existing NewCo Holders and provide information with respect thereto). The Company will also use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Existing NewCo Holders reasonably shall propose prior to the filing thereof.

(c) The Company will use commercially reasonable efforts to, as promptly as reasonably practicable, (i) prepare and file with the Commission such amendments (including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith) as may be necessary under applicable law to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for its Effectiveness Period and, subject to the limitations contained in this Agreement, prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities held by the Existing NewCo Holders, (ii) cause the related Prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424, and (iii) respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably practicable, provide such Existing NewCo Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to such Existing NewCo Holders as selling stockholders but not any comments that would result in the disclosure to such Existing NewCo Holders of material and non-public information concerning the Company.

(d) The Company will comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

(e) The Company will notify such Existing NewCo Holders who are included in a Registration Statement as promptly as reasonably practicable: (i)(A) when a Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement in which such Existing NewCo Holder is included has been filed; (B) when the Commission notifies the Company whether there will be a “review” of the applicable Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to each of such Existing NewCo Holders that pertain to such Existing NewCo Holders as selling stockholders); and (C) with respect to each applicable Registration Statement or any post-effective amendment thereto, when the same has been declared effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information that pertains to such Existing NewCo Holders as sellers of Registrable Securities; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no notice by the Company shall be required pursuant to this clause (v) in the event that the Company either promptly files a prospectus supplement to update the Prospectus or a Current Report on Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) The Company will use commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as promptly as reasonably practicable, or if any such order or suspension is made effective during any Blackout Period or Suspension Period, as promptly as reasonably practicable after such Blackout Period or Suspension Period is over.

(g) During the Effectiveness Period, the Company will furnish to each such Existing NewCo Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Existing NewCo Holder (including those incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Company will not have any obligation to provide any document pursuant to this clause (g) that is available on the Commission’s EDGAR system.

(h) The Company will promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) authorized by the Company for use and each amendment or supplement thereto as such Existing NewCo Holder may reasonably request during the Effectiveness Period. Subject to the terms of this Agreement, including Section 10(b), the Company consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Existing NewCo Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(i) The Company will cooperate with such Existing NewCo Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request in writing. In connection therewith, if required by the Company’s transfer agent, the Company will promptly, after the Effective Date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the Holder of such Registrable Securities under the Registration Statement.

(j) Upon the occurrence of any event contemplated by Section 3(e)(v), as promptly as reasonably practicable, the Company will prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(k) With respect to Underwritten Offerings, (i) the right of any Holder to include such Holder’s Registrable Securities in an Underwritten Offering shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein, (ii) each Holder participating in such Underwritten Offering agrees to enter into an underwriting agreement in customary form and sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled to select the managing underwriter or managing underwriters hereunder and (iii) each Holder participating in such Underwritten Offering agrees to complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customarily and reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each Holder that, in connection with any Underwritten Offering in accordance with the terms hereof, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions, auditor “comfort” letters and reports of the independent petroleum engineers of the Company relating to the oil and gas reserves of the Company included in the Registration Statement if the Company has had its reserves prepared, audited or reviewed by an independent petroleum engineer.

(l) For a reasonable period prior to the filing of any Registration Statement and throughout the Effectiveness Period, the Company will make available, upon reasonable notice at the Company’s principal place of business or such other reasonable place, for inspection during normal business hours by a representative or representatives of the selling Holders, the managing underwriter or managing underwriters and any attorneys or accountants retained by such selling Holders or underwriters, all such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege in such counsel’s reasonable belief) to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that any information that is not generally publicly available at the time of delivery of such information shall be kept confidential by such Persons unless disclosure of such information is required by court or administrative order or, in the opinion of counsel to such Person, law, in which case, such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure and, if requested by the Company, assist the Company in seeking to prevent or limit the proposed disclosure.

(m) In connection with any Requested Underwritten Offering, the Company will use commercially reasonable efforts to cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective investors in presentations, meetings and road shows.

(n) Each Holder agrees to furnish to the Company any other information regarding the Holder and the distribution of such securities as the Company reasonably determines is required to be included in any Registration Statement or any Prospectus or prospectus supplement relating to an Underwritten Offering.

(o) Notwithstanding any other provision of this Agreement, the Company shall not be required to file a Registration Statement (or any amendment thereto) or effect a Requested Underwritten Offering (or, if the Company has filed a Shelf Registration Statement and has included Registrable Securities therein, the Company shall be entitled to suspend the offer and sale of Registrable Securities pursuant to such Registration Statement) for a period of up to 60 days if (i) the Board determines that a postponement is in the best interest of the Company and its stockholders generally due to a pending transaction involving the Company (including a pending securities offering by the Company), (ii) the Board determines such registration would render the Company unable to comply with applicable securities laws or (iii) the Board determines such registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Blackout Period”); provided, however, that in no event shall any Blackout Period together with any Suspension Period exceed an aggregate of 120 days in any 12-month period.

(p) In connection with an Underwritten Offering, the Company shall use all commercially reasonable efforts to provide to each Holder named as a selling securityholder in any Registration Statement a copy of any auditor “comfort” letters, customary legal opinions or reports of the independent petroleum engineers of the Company relating to the oil and gas reserves of the Company, in each case that have been provided to the managing underwriter or managing underwriters in connection with the Underwritten Offering, not later than the Business Day prior to the effective date of such Registration Statement.

4. Standstill. At any time that the Company is engaged in an Underwritten Offering of its securities (on its own behalf, on behalf of selling Holders or both), no Holder participating in such Underwritten Offering will Transfer any Registrable Securities on any securities exchange or in the over-the-counter or any other public trading market for whatever period of time the Company (upon the recommendation of its underwriters) requests by written notice to the Holder; provided, however, that (excluding the Company’s initial public offering) such request shall not

be for a period extending longer than 90 days after the later of (a) the effective date of the registration statement relating to such Underwritten Offering, and (b) the date of the underwriting agreement relating to such Underwritten Offering, and this Section 4 shall not limit any Holder’s right to include Registrable Securities in any such Underwritten Offering pursuant to any demand or piggyback registration rights, as applicable, that any Holder may have pursuant to this Agreement.

5. Merger Lockup Period. Consistent with the provisions of the Merger Agreement, dated as of May 12, 2025, entered into by and among the Company, Kindly Holdco Corp, a Delaware corporation and a wholly owned subsidiary of Public Company (the “Merger Sub”), NewCo, and majority stockholders of the Company (the “Merger Agreement”), notwithstanding anything in his Agreement to the contrary, the Schlumberger Parties shall not be entitled to the registration rights and other rights conferred by this Agreement until following the expiration of the Lockup Period.

6. No Inconsistent Agreements; Additional Rights. The Company shall not hereafter enter into, and is not currently a party to, any agreement with respect to its securities that is inconsistent in any material respect with the rights granted to the Holders by this Agreement.

7. Registration Expenses. All Registration Expenses incident to the Parties’ performance of or compliance with their respective obligations under this Agreement or otherwise in connection with any Demand Registration, Requested Underwritten Offering, Piggyback Registration or Underwritten Piggyback Offering (in each case, excluding any Selling Expenses) shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. “Registration Expenses” shall include, without limitation, (a) all registration and filing fees (including fees and expenses (i) with respect to filings required to be made with the Trading Market and (ii) in compliance with applicable state securities or “Blue Sky” laws), (b) printing expenses (including expenses of printing certificates for Company Securities and of printing Prospectuses if the printing of Prospectuses is reasonably requested by a Holder of Registrable Securities included in the Registration Statement), (c) messenger, telephone and delivery expenses, (d) fees and disbursements of counsel, auditors, accountants and independent petroleum engineers for the Company, (e) Securities Act liability insurance, if the Company so desires such insurance, (f) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement and (g) all expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road show.” In addition, the Company shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries and expenses of their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on the Trading Market.

8. Indemnification.

(a) The Company shall indemnify and hold harmless each Holder, its Affiliates and each of their respective direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, officers, directors, employees and any agent thereof (collectively, “Holder Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees of a single counsel representing all Holder Indemnified Persons or, if the representation of all Holder Indemnified Persons by the same counsel would be inappropriate under applicable standards of professional conduct, then as many counsel as may be needed under such standards of professional conduct to represent all Holder Indemnified Persons) and expenses, judgments, taxes, fines, penalties, diminution in value, interest, settlements or other amounts of any kind or nature whatsoever (including all amounts paid in investigation, defense or settlement of the foregoing and consequential damages) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Holder Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Securities were registered, in any preliminary prospectus (if the Company authorized the use of such preliminary prospectus prior to the Effective Date), or in any summary or final prospectus or free writing prospectus (if such free writing prospectus was authorized for use by the Company) or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading; provided, however, that the Company shall not be liable to any Holder Indemnified Person to the extent that any such claim arises out of, is based upon or results from an untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder Indemnified Person or any underwriter specifically for use in the preparation thereof. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. This indemnity shall be in addition to any liability the Company may otherwise have and shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder Indemnified Person or any indemnified party and shall survive the transfer of such securities by such Holder. Notwithstanding anything to the contrary herein, this Section 8 shall survive any termination or expiration of this Agreement indefinitely.

(b) In connection with any Registration Statement in which a Holder participates, such Holder shall, severally and not jointly, indemnify and hold harmless the Company, its Affiliates and each of their respective officers, directors and any agent thereof, to the fullest extent permitted by applicable law, from and against any and all Losses as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, in any preliminary prospectus (if used prior to the Effective Date of such Registration Statement), or in any summary or final prospectus or free writing prospectus or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to the Holder furnished in writing to the Company by such Holder for use therein. This indemnity shall be in addition to any liability such Holder may otherwise have and shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder from the sale of the Registrable Securities giving rise to such indemnification obligation.

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). Failure to give prompt written notice to an indemnifying party pursuant to this clause (c) shall not release the indemnifying party from its obligations hereunder.

(d) If the indemnification provided for in this Section 8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Losses referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Holders, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with the untrue or alleged untrue statement of a material fact or the omission to state a material fact that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.

9. Facilitation of Sales Pursuant to Rule 144. To the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with a sale of such Holder’s Registrable Securities pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

10. Miscellaneous.

(a) Remedies. In the event of actual or potential breach by the Company of any of its obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) Discontinued Disposition. Each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in clauses (ii) through (v) of Section 3(e), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemental Prospectus or amended Registration Statement as contemplated by Section 3(j) or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement (a “Suspension Period”). The Company may provide appropriate stop orders to enforce the provisions of this Section 10(b).

(c) Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and Holders that hold a majority of the Registrable Securities as of the date of such waiver or amendment; provided, that any waiver or amendment that would have a disproportionate adverse effect on a Holder relative to the other Holders shall require the consent of such Holder. The Company shall provide prior notice to all Holders of any proposed waiver or amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

(d) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via electronic mail as specified in this Section 10(d) prior to 5:00 p.m. in the time zone of the receiving party on any Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via electronic mail as specified in this Agreement later than 5:00 p.m. in the time zone of the receiving party on any date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Company:		Kindly MD, Inc.
		Attention: Tim Pickett
		5097 South 900 East
		STE #100 SLC, Utah 84117
		E-mail: [***]

		With copy to:

		Brunson Chandler & Jones, PLLC
		Attention: Callie Tempest Jones 175 South Main Street Suite 1410 Salt Lake City, UT 84111
		E-mail: callie@bcjlaw.com

If to any Person who is then the registered Holder:		To the address of such Holder as indicated on the signature page of this Agreement or, if different, as it appears in the applicable register for the Registrable Securities or as may be designated in writing by such Holder in accordance with this Section 10(d).

(e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. Except as provided in this Section 10(e), this Agreement, and any rights or obligations hereunder, may not be assigned without the prior written consent of the Company and the Holders. Notwithstanding anything in the foregoing to the contrary, the rights of a Holder pursuant to this Agreement with respect to all or any portion of its Registrable Securities may be assigned without such consent (but only with all related obligations) with respect to such Registrable Securities (and any Registrable Securities issued as a dividend or other distribution with respect to, in exchange for or in replacement of such Registrable Securities) by such Holder to a transferee of such Registrable Securities; provided (i) the Company is, within a reasonable time after such Transfer, furnished with written notice of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being assigned and (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms set forth in this Agreement. The Company may not assign its rights or obligations hereunder without the prior written consent of the Holders.

(f) No Third Party Beneficiaries. Nothing in this Agreement, whether express or implied, shall be construed to give any Person, other than the parties hereto or their respective successors and permitted assigns, any legal or equitable right, remedy, claim or benefit under or in respect of this Agreement.

(g) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by electronic mail, such signature shall create a valid binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by electronic mail were the original thereof.

(h) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware. Each of the Parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware and the appellate courts therefrom for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each Party anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the Parties irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

(i) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(j) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions of this Agreement without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(k) Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.

(l) Termination. Except for Section 8, this Agreement shall terminate as to any Holder, when all Registrable Securities held by such Holder no longer constitute Registrable Securities.

[Signature pages follow.]