Form 8-K

8-K — HEALTHY CHOICE WELLNESS CORP.

Accession: 0001493152-26-043135

Filed: 2026-09-17

Period: 2026-09-17

CIK: 0001948864

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Results of Operations and Financial Condition

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Changes in Registrant's Certifying Accountant

Item: Changes in Control of Registrant

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

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-16.1 (ex16-1.htm)

EX-21.1 (ex21-1.htm)

EX-23.1 (ex23-1.htm)

EX-23.2 (ex23-2.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

EX-99.3 (ex99-3.htm)

EX-99.4 (ex99-4.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

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): September 17, 2026

HEALTHY CHOICE WELLNESS CORP.

(Exact

name of registrant as specified in its charter)

Delaware

001-42274

88-4128927

(State

or Other Jurisdiction

(Commission

(I.R.S.

Employer

of

Incorporation)

File

Number)

Identification

No.)

3800

North 28th Way, Unit# 1

Hollywood,

Florida, 33020

(Address

of Principal Executive Office) (Zip Code)

(305)

600-5004

(Registrant’s

telephone number, including area code)

(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 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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

Class

A common stock

HOST

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

September 17, 2026 (the “Closing Date”), Host Digital Inc., a Delaware corporation (formerly known as Healthy Choice

Wellness Corp.) (the “Parent”), completed the previously announced Merger (as defined below) pursuant to the Agreement and

Plan of Merger (the “Merger Agreement”), dated May 27, 2026, by and among Parent, Healthy Choice Wellness II Corp., a Delaware

corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Host Digital Infrastructure LLC, a Delaware limited

liability company (“Host DI”). On the Closing Date, pursuant to the Merger Agreement and on the terms and conditions set

forth therein, Merger Sub merged with and into Host DI, with Host DI surviving the Merger as a wholly owned subsidiary of the Parent

(the “Merger”). In connection with the Merger, all of the Common Units and Preferred Units of Host DI (collectively, the

“Host DI Units”), in each case as defined in that certain Amended and Restated Limited Liability Company Agreement of Host

DI, dated effective as of February 13, 2026, outstanding immediately prior to the effective time of the Merger (the “Effective

Time”), were converted into the right to receive shares of Class A common stock, par value $0.001 per share, of the Parent (“Parent

Common Stock”), or pre-funded warrants (“Pre-Funded Warrants”) to purchase Parent Common Stock at an exercise price

of $0.001 per share, in lieu of such shares.

All

defined terms used in this Current Report on Form 8-K that are not otherwise defined herein have the meanings ascribed to such terms

in the Merger Agreement.

Item

1.01 Entry

into a Material Definitive Agreement.

Merger

Closing

Registration

Rights Agreement

In

connection with the consummation of the Merger (the “Closing”), Parent entered into registration rights agreements, each

dated September 17, 2026 (the “Registration Rights Agreements”), each by and among the Parent and certain stockholders

of Parent party thereto (collectively, the “Holders”), pursuant to which, among other things, Parent has agreed to register

for resale certain shares of Parent Common Stock held by such Holders from time to time, including shares of Parent Common Stock issued

as consideration in the Merger.

Pursuant

to the Registration Rights Agreements, Parent is obligated to prepare and file a shelf registration statement covering the resale of

covered shares of Parent Common Stock within 30 calendar days following the Closing Date, subject to certain exceptions, pursuant to

Rule 415 of the Securities Act of 1933, as amended (“Securities Act”). Parent also agreed to use commercially reasonable

efforts to keep such registration statement continuously effective under the Securities Act until the date on which all relevant registrable

securities have been sold under each Registration Rights Agreement. Parent has also agreed under the Registration Rights Agreements to

pay certain expenses of the Holders incident to any registration demand and indemnify the applicable securityholders against certain

liabilities.

The

foregoing description of the Registration Rights Agreements does not purport to be complete and are qualified in their entirety by the

full text of such agreements, copies of which are filed hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

Indemnification

Agreements

In

connection with the Closing, Parent entered into indemnification agreements with each director and executive officer of Parent as of

the Closing that provide for indemnification of certain expenses (including attorneys’ fees), judgments, penalties, fines and amounts

paid in settlement actually and reasonably incurred in any action or proceeding arising by reason of the indemnitee’s service as

a director or officer, as applicable, to the maximum extent permitted by applicable law.

The

foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification

agreement, which is filed hereto as Exhibit 10.3 and incorporated herein by reference.

Preferential

Rights Agreement

In

connection with the Closing, Parent entered into a Preferential Rights Agreement, dated September 17, 2026 (the “Preferential

Rights Agreement”), with Host Infrastructure Holdings LLC, a Delaware limited liability company formed and controlled by

the founders of Host DI (the “Sponsor”). Under the Preferential Rights Agreement, Parent has (i) a right of first offer with

respect to any project site acquisition subsidiary of the Sponsor (each, a “Project Subsidiary”) that the Sponsor markets

or determines to contribute, sell, or otherwise dispose of, exercisable within 30 days of the applicable offer notice, and (ii) a right

of first refusal with respect to any unsolicited bona fide third-party offer for a Project Subsidiary that the Sponsor desires to accept,

exercisable within five days of the applicable notice. Any project site acquisition company formed or acquired by the Sponsor after the

effective date is automatically included as a Project Subsidiary. The Sponsor is not obligated to develop, retain, market, or contribute

any Project Subsidiary to Parent, and if Parent does not exercise its rights, the Sponsor may consummate the applicable transaction with

a third party. The Preferential Rights Agreement expires on the second anniversary of its effective date.

Because

the Sponsor is controlled by, among others, our chief executive officer, Harmol Samra, and Hans Thomas, an owner of a substantial number

of the outstanding shares of Parent Common Stock, the Preferential Rights Agreement constitutes a related-person transaction for purposes

of Item 404 of Regulation S-K. The foregoing description of the Preferential Rights Agreement does not purport to be complete and is

qualified in its entirety by the full text of such agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein

by reference.

Item

2.01 Completion

of Acquisition or Disposition of Assets.

Pursuant

to the Merger Agreement and on the terms and conditions set forth therein, Merger Sub merged with and into Host DI, with Host DI surviving

the Merger as a wholly owned subsidiary of the Parent. In connection with the Merger, all of the Host DI Units outstanding immediately

prior to the Effective Time, were converted into the right to receive shares of Parent Common Stock or Pre-Funded Warrants.

At

the Effective Time, Parent issued 25,085,454 shares of Parent Stock (the “Stock Merger Consideration”) and Pre-Funded

Warrants to purchase an aggregate of 19,888,093 shares of Parent Common Stock (the “PFW Merger Consideration,” and

together with the Stock Merger Consideration, the “Merger Consideration”), to the previous holders of the Host DI Units.

Immediately following the Effective Time, the legacy Host DI members owned approximately 96.4% of Parent’s issued and outstanding

Common Stock. A copy of the form of Pre-Funded Warrant is filed as Exhibit 10.5 hereto and incorporated herein by reference.

The

Merger Consideration was issued pursuant to a private placement exempt from registration under the Securities Act pursuant to Section

4(a)(2) of the Securities Act and Regulation D promulgated thereunder. We intend to register the Stock Merger Consideration and the shares

of Common Stock underlying the Pre-Funded Warrants on a registration statement on Form S-3, covering the resale and issuance, as applicable,

of such Parent Common Stock. For more information, reference the “Registration Rights Agreement” section in

Item 1.01 to this Current Report on Form 8-K.

Effective

September 18, 2026, the Parent Common Stock will begin trading on the NYSE American under the new ticker symbol “HOST”,

represented by the existing CUSIP number 42227T303.

The

foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of such

agreement, a copy of which is filed hereto as Exhibit 2.1 and is incorporated herein by reference.

Item

2.02 Results

of Operations and Financial Condition.

Management’s

Discussion and Analysis of Financial Condition and Results of Operation of Host DI is filed as Exhibit 99.1 hereto and incorporated

herein by reference.

Item

3.02 Unregistered

Sales of Equity Securities.

The

information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item

3.03 Material

Modification to Rights of Security Holders.

The

information set forth in Items 1.01, 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item

4.01 Changes

in Registrant’s Certifying Accountant.

Dismissal

of UHY LLP

On

September 17, 2026, the Board dismissed UHY LLP (“UHY”) as the Company’s independent registered public accounting

firm, effective as of that date. The decision to change independent registered public accounting firms was approved by the Board of Directors

of the Parent on September 17, 2026.

UHY

LLP previously served as the independent registered public accounting firm of Parent since 2024. UHY’s report on the Parent’s

financial statements for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and was

not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report included an explanatory paragraph

expressing substantial doubt about the Company’s ability to continue as a going concern.

During

the fiscal year ended December 31, 2025 and the subsequent interim period through September 17, 2026, there were no disagreements

(within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Parent and UHY on any matter of

accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to UHY’s

satisfaction, would have caused UHY to make reference to the subject matter of the disagreement in connection with its report.

Parent

has provided UHY with a copy of the disclosures made by the Company in this Item 4.01 and has requested that UHY furnish Parent with

a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether UHY agrees with the statements made

by Parent herein and, if not, stating the respects in which it does not agree. A copy of UHY’s letter is attached hereto

as Exhibit 16.1 and incorporated herein by reference.

Engagement

of Carr, Riggs & Ingram, L.L.C.

For

accounting purposes, the Merger is treated as a reverse acquisition, with Host DI as the accounting acquirer. Accordingly, the historical

financial statements of Host DI, which have been audited by Carr, Riggs & Ingram, L.L.C. (“CRI”), will become the historical

financial statements of the Company. In a reverse acquisition, a change in accountants is deemed to have occurred unless the same independent

registered public accounting firm audited the pre-transaction financial statements of both the legal acquirer and the accounting acquirer.

Effective

September 17, 2026, Parent engaged CRI as the Company’s independent registered public accounting firm for the fiscal year

ending December 31, 2026. The engagement of CRI was approved by the Board of Directors on September 17, 2026.

During

Parent’s two most recent fiscal years and the subsequent interim period through September 17, 2026, neither Parent nor

anyone acting on its behalf consulted CRI regarding (i) the application of accounting principles to a specified transaction, either completed

or proposed, or the type of audit opinion that might be rendered on Parent’s financial statements, and no written report or oral

advice was provided to Parent that CRI concluded was an important factor considered by Parent in reaching a decision as to any accounting,

auditing or financial reporting issue, or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of

Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item

5.01 Changes

in Control of Registrant.

The

information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is 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.

Resignation

of Directors

In

accordance with the Merger Agreement, upon consummation of the Merger, Gary Bodzin, Behnam Myers and Michael Lerman resigned from the

Board and committees of the Board on which they respectively served. Such resignations were not the result of any disagreements with

Parent relating to its operations, policies or practices.

Appointment

of Directors

Effective

upon the Closing, the Board was reconstituted as follows: Robert Byrne, Omar Hussein, Guhan Kandasamy and Shawn Matthews, with Mr. Matthews

serving as Chairperson. Mr. Hussein and Mr. Matthews were appointed as Class I directors, with their terms expiring at Parent’s

2028 annual meeting, Mr. Byrne was appointed as the Class II director, with his term expiring at Parent’s 2026 annual

meeting, and Mr. Kandasamy as appointed as the Class III director, with his term expiring at Parent’s 2027 annual meeting.

Under

the listing rules of the NYSE American (the “NYSE Listing Rules”), a majority of the members of the Board must be “independent

directors.” Under the NYSE Listing Rules, an “independent director” is a person other than an executive officer or

employee of Parent, and no director qualifies as independent unless the Board affirmatively determines that the director does not have

a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The

Board has determined that each of Robert Byrne, Omar Hussein and Guhan Kandasamy qualify as “independent” under the NYSE

Listing Rules.

Each

of the newly appointed directors’ biographical information is set forth below.

Robert

Byrne. Mr. Byrne has nearly three decades of experience as an entrepreneur, trader, writer and capital markets adviser to public

and private companies. Since November 2025, he has served as a member of the board of directors of Sky Quarry, Inc. Since September 2024,

he has served as a principal and strategic advisor through Alpha Nine Ventures LTD and, since 2021, has held similar issuer-side advisory

roles as president of TB Byrne & Associates, focusing on acquisitions, corporate finance and restructuring (including debt workouts

and debt–equity swaps), recapitalizations and exit strategies, primarily utilizing traditional initial public offerings and alternative

public offerings. In this capacity, he advises boards and management teams of micro- and small-cap companies on complex capital structures

and balance-sheet repair, including secured and unsecured debt, convertible securities, warrants, merchant cash advances and other quasi-debt

instruments, and on strategic financings such as private investment in public equity, registered directs and Regulation A/Regulation

Crowdfunding offerings, as well as digital-asset treasury and real-world-asset tokenization strategies intended to complement traditional

capital-raising and listing pathways. From 1997 to 2018, Mr. Byrne was a full-time equities and futures trader, specializing in basket

trading, auction-market theory and short-term index and commodity futures. Since 2008, he has written on markets and trading strategy

as a contributing columnist for TheStreet.com and has also been involved in research, publishing and analytical roles, including as president

of Asymmetric Publishing and as an equity analyst at Monument & Cathedral Holdings LLC. Parent believes that Mr. Byrne is qualified

to serve on the Board due to his extensive experience in capital markets, corporate finance, restructuring and strategic advisory services,

which provide valuable financial and transactional experience to the Board.

Omar

Hussein. Mr. Hussein is the Co-Founder and Chief Strategic Officer of ConvergeFi, a VC-backed AI company transforming real estate

lending, which he launched in 2024. Since November 2025, he has served as a member of the board of directors of Sky Quarry, Inc. Prior

to ConvergeFi, from 2022-2023, Mr. Hussein was the CFO of two successive companies with announced IPOs - Sparks Energy, a $475 million

power services company, and PrimeBlock, a $1.25 billion data center company with over 100MW of deployed capacity. From 2015-2022, Mr.

Hussein was a TMT investment banker at Citigroup and from 2014-2015 he was an M&A banker at BMO Capital Markets. From 2003-2014,

Mr. Hussein held various roles at startups including Strategic Growth Bank, a tech-enabled bank backed by leading Growth Equity funds.

From 2001-2003, Mr. Hussein was an investor at Insight Venture Partners. From 1999-2001, Mr. Hussein was an investment banker at Morgan

Stanley. Mr. Hussein holds an MBA from Stanford University Graduate School of Business, and a B.A. from New York University. Parent believes

that Mr. Hussein is qualified to serve on the Board due to his extensive experience in investment banking, corporate finance and strategic

leadership, which provide valuable financial and operational insight to the Board.

Guhan

Kandasamy. From April 2018 to December 2023, Mr. Kandasamy served as the chief credit and data officer of 10X Capital Partners, LLC.

In 2015, Mr. Kandasamy co-founded TheNumber, a One Zero Capital company, which provides credit market analytics and intelligence to leading

credit hedge funds, Bulge Bracket Banks and Retail Banks. At TheNumber, he first served as the founding product manager, and as chief

executive officer from January 2016 to March 2018. From October 2010 to January 2015, Mr. Kandasamy served as global head of product

and data analytics at Opera Solutions, LLC (now ElectrifAi), where he co-founded the company’s financial services vertical while

helping the founders raise its first private capital from Silver Lake Partners, KKR & Co. Inc. and Wipro Limited (NYSE: WIT). Mr.

Kandasamy has also previously served as Vice President of US Structured Finance for the global credit ratings agency DBRS, Inc. and as

analyst for the private secondary market firm SecondMarket, Inc., which was later acquired by Nasdaq. Prior to that, as its first product

employee, he served as the founding product manager at CoreLogic, Inc. (NYSE: CLGX) from January 2004 to June 2007, and there he led

development of CoreLogic’s product suite including Loansafe, the credit risk product used by a large portion of the mortgage market,

as well as CoreLogic’s initial Automated Value Models (“AVMs”) and AVM cascade models for real estate assets, which

remain the industry standard. During his tenure, he provided key evaluation and assistance to CoreLogic through several major corporate

acquisitions, including First American Corporation. CoreLogic now produces over $1.7 billion in annual revenue and has an enterprise

value of $5.3 billion. Mr. Kandasamy began his career in 2003 at the Federal National Mortgage Association as a credit risk policy analyst,

where he developed the agency’s still-operational and patented Consumer Credit Risk Assessment Model (FMCA), along with several

capital allocation, collateral risk and property valuation models. Mr. Kandasamy received an MBA with a concentration in Finance from

Oxford University in 2010 and received a dual B.A. from Johns Hopkins University in 2003. Parent believes that Mr. Kandasamy is qualified

to serve on the Board due to his extensive experience in credit and data analytics, financial services and structured finance, which

provide valuable strategic, financial and operational expertise to the Board.

Shawn

Matthews. Mr. Matthews is currently the Founder and Chief Investment Officer of Hondius Capital Management, a global alternative

asset manager. In this role, he has oversight of and responsibility for all firm investments. Mr. Matthews has been actively investing

in global markets for over 30 years, with the majority of his career focused on trading across asset classes. Prior to founding Hondius

Capital Management, Mr. Matthews served as Chief Executive Officer of Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) from

2009 through April 2018. Before becoming Chief Executive Officer at Cantor Fitzgerald, he held a number of senior investment leadership

roles there, including Head of Capital Markets and Head of Mortgage Trading. Earlier in his career, Mr. Matthews worked as a fixed income

derivatives trader, traded privatization certificates in Eastern Europe, and later founded both an equity-focused hedge fund, Alchemist

Capital Management, and a fixed income broker-dealer, West Side Capital. Mr. Matthews holds a Bachelor of Science in Finance from Fairfield

University and an MBA from Hofstra University. Parent believes that Mr. Matthews is qualified to serve on the Board due to his extensive

leadership experience in global investing, alternative asset management and financial services, which provide valuable leadership and

financial expertise to the Board.

Board

Committees

As

of the Closing, the Board reconstituted its existing committees as follows:

Audit

Committee

Omar

Hussein, Robert Byrne, and Guhan Kandasamy were appointed to the Audit Committee of the Board, each of whom were determined by the Board

to satisfy the requirements for audit committee membership under the NYSE Listing Rules and Rule 10A-3 under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”). Mr. Hussein was appointed chair of the Audit Committee.

Compensation

Committee

Omar

Hussein, Robert Byrne and Guhan Kandasamy were appointed to the Compensation Committee of the Board. Mr. Byrne was appointed chair of

the Compensation Committee.

Nominating

and Corporate Governance Committee

Omar

Hussein, Robert Byrne and Guhan Kandasamy were appointed to the Nominating and Corporate Governance Committee of the Board. Mr. Kandasamy

was appointed chair of the Nominating and Corporate Governance Committee.

Departure

of Executive Officers

In

accordance with the Merger Agreement, effective as of the Closing, Jeffrey Holman resigned as Chief Executive Officer, Chairman and director

of Parent, and Christopher Santi resigned as President and Chief Operating Officer of Parent.

Appointment

of Executive Officers

Effective

upon the Closing, the Board appointed Harmol Samra as Chief Executive Officer of Parent. John Ollet remained in his role as Chief Financial

Officer of Parent. Mr. Samra’s biographical information is set forth below.

Harmol

Samra. Mr. Samra has served as Chief Executive Officer of Host DI since June 2025. Mr. Samra has over a decade of experience in digital

infrastructure and real estate private equity, with a focus on underwriting, structuring and executing large-scale real asset and development-oriented

investments across multiple markets. Prior to joining Host DI, Mr. Samra held investment roles at ICONIQ Capital, Starwood Capital Group

and PGIM Real Estate, where he evaluated and executed complex infrastructure and real estate transactions involving significant capital

coordination and development planning. While at ICONIQ Capital, Mr. Samra was a member of the team that built IPI Partners, one of the

world’s largest digital infrastructure investment platforms, which was subsequently sold to Blue Owl Capital. Mr. Samra holds a

Bachelor of Science in Business Administration from the Haas School of Business at the University of California, Berkeley. The Board

believes that Mr. Samra’s extensive experience in digital infrastructure investment and development, together with his expertise

in structuring large-scale real asset transactions, qualifies him to serve as Chief Executive Officer and provides valuable leadership

to Parent.

There

are no family relationships among any of our executive officers or directors. Other than as set forth in this Current Report on Form

8-K, none of the newly appointed directors are party to any transaction with the Company that would require disclosure under Item 404(a)

of Regulation S-K or any arrangement or understanding with any other person pursuant to which he was selected as a director.

Executive

Officer Employment Arrangements

Executive

Employment Agreement – Harmol Samra

In

connection with the Closing, Parent entered into an executive employment agreement (the “CEO Employment Agreement”) with

Harmol Samra, effective as of September 17, 2026, pursuant to which Mr. Samra will serve as Chief Executive Officer of Parent. Pursuant

to the CEO Employment Agreement, Mr. Samra is entitled to receive an annual base salary of $200,000, subject to adjustments from time

to time by the Board in its reasonable discretion, and is eligible to earn an annual incentive bonus pursuant to Parent’s annual

incentive bonus program to be established for executive-level employees. Mr. Samra is also eligible to participate in any equity incentive

plan of Parent. If Mr. Samra’s employment is terminated by Parent without “Cause” (as defined in the CEO Employment

Agreement), he will be entitled, subject to his execution of a release of claims and continued compliance with applicable restrictive

covenants, to continued payment of his then-current base salary for 12 months, any annual incentive bonus earned for the prior year

and a pro-rated annual incentive bonus for the year of termination.

Item

5.03 Amendments

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

On

September 17, 2026, Parent filed a Certificate of Amendment (the “Certificate of Amendment”) to Parent’s Second

Amended and Restated Certificate of Incorporation (as amended), with the Secretary of State of the State of Delaware. The purpose of

the Certificate of Amendment was to change Parent’s name from “Healthy Choice Wellness Corp.” to “Host Digital

Inc.”.

Effective

as of the Closing, the Board approved pursuant to Parent’s Bylaws a change in the Parent’s fiscal year end from January 31

to December 31 of each year.

The

foregoing description of the Certificate of Amendment is qualified by reference to the Certificate of Amendment, a copy of which is filed

hereto as Exhibit 3.1 and is incorporated herein by reference.

Item

9.01 Financial

Statements and Exhibits.

(a)

Financial statements of businesses or funds acquired

In

accordance with Item 9.01(a), the audited consolidated financial statements of Host DI as of January 31, 2026 and for the period

from July 8, 2025 (inception) through January 31, 2026, and the accompanying notes, and the unaudited condensed financial statements

of Host DI for the three and six months ended July 31, 2026, and the accompanying notes, are attached to this Current Report on Form

8-K as Exhibit 99.3.

(b)

Pro forma financial information

In

accordance with Item 9.01(b), the unaudited condensed consolidated combined financial information for the year ended December

31, 2025, and as of, and for, the six months ended June 30, 2026, and the accompanying notes, are attached to this Current Report on

Form 8-K as Exhibit 99.3.

(c)

Exhibits

Exhibit

No.

Description

2.1

Agreement and Plan of Merger, dated May 27, 2026, by and among Healthy Choice Wellness Corp., Healthy Choice Wellness II Corp., and Host Digital Infrastructure LLC (incorporated by reference from Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 29, 2026)

3.1

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Healthy Choices Wellness Corp.

10.1*#

Registration

Rights Agreement, dated September 17, 2026, between the Company and the Stockholders party thereto

10.2*

Registration

Rights Agreement, dated September 17, 2026, between the Company and the Holders party thereto

10.3

Form of Indemnification Agreement

10.4#

Preferential

Rights Agreement, dated as of September 17, 2026, between Host Infrastructure Holdings LLC and Parent

10.5#

Form of Pre-Funded Warrant

16.1

Letter from UHY LLP to the Securities and Exchange Commission regarding change in certifying accountant

21.1

Subsidiaries of Parent

23.1

Consent of UHY LLP

23.2

Consent of Carr, Riggs & Ingram, L.L.C.

99.1

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Host Digital Infrastructure LLC

99.2

Business of Host Digital Inc., Risk Factors and Related Party Transactions

99.3

Financial Statements of Businesses Acquired and Pro Forma Financial Information

99.4

Policy for the Recovery of Erroneously Awarded Incentive Compensation

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

*

Certain

exhibits, schedules and annexes to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees

to furnish supplementally a copy of any omitted exhibits, schedules or annexes to the SEC upon its request.

#

Certain portions of this exhibit

(indicated by “[***]”) have been redacted pursuant to Regulation S-K, Item 601(a)(6).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

HOST

DIGITAL INC.

Date:

September

17, 2026

By:

/s/

John Ollet

John

Ollet

Chief

Financial Officer

EX-3.1

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT TO

SECOND

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

HEALTHY

CHOICE WELLNESS CORP.

This

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Healthy Choice Wellness Corp. (the “Corporation”),

a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

1. The

name of the Corporation is Healthy Choice Wellness Corp.

2. Article

I of the Second Amended and Restated Certificate of Incorporation is hereby amended and restated

in its entirety as follows:

“The

name of the corporation is “Host Digital Inc. (the “Corporation”).”

3. The

foregoing amendment was duly adopted in accordance with the provisions of Section 242 of

the General Corporation Law of the State of Delaware.

4. The

foregoing amendment shall be effective as of 11:59 p.m., Eastern Time, on September 17,

2026.

[Signature

Page Follows]

IN

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation

to be executed by John Ollet its Chief Financial Officer, this 17th day of September, 2026.

HEALTHY

CHOICE WELLNESS CORP.

By:

/s/

John Ollet

Name:

John

Ollet

Title:

Chief

Financial Officer

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

REGISTRATION

RIGHTS AGREEMENT

dated

as of September 17, 2026

among

Healthy

Choice Wellness Corp.

AND

the

Stockholders party hereto

TABLE

OF CONTENTS

Page

Article I DEFINITIONS

1

Section

1.1

Definitions

1

Section

1.2

Interpretation

5

Article II DEMAND

AND SHELF REGISTRATION RIGHTS

7

Section

2.1

Right

to Demand Registration

7

Section

2.2

Shelf

Registration

8

Section

2.3

Shelf

Takedowns.

9

Section

2.4

Cutback;

Selection of Underwriters

10

Section

2.5

Registration

Limits

11

Section

2.6

Suspension

or Deferral

11

Article III

PIGGYBACK REGISTRATION

12

Section

3.1

Right

to Piggyback

12

Section

3.2

Notice

13

Section

3.3

Cutback

13

Section

3.4

Underwriting

Agreement

14

Section

3.5

Selection

of Underwriters

14

Section

3.6

Company

Control

14

Article IV REGISTRATION

PROCEDURES

15

Section

4.1

Withdrawal

Rights

15

Section

4.2

Holdback

Agreements

15

Section

4.3

Registration

Procedures

16

Section

4.4

Registration

Expenses

21

Section

4.5

Request

for Information; Certain Rights

22

Section

4.6

Exchange

Act Compliance

23

Section

4.7

Participating

Stockholder

24

Article V INDEMNIFICATION

24

Section

5.1

By

the Corporation

24

Section

5.2

By

the Selling Stockholders

24

Section

5.3

Notice

25

Section

5.4

Defense

of Actions

25

Section

5.5

Indemnification

Priority

26

i

Section

5.6

Survival

26

Section

5.7

Contribution

26

Article VI MISCELLANEOUS

27

Section

6.1

Notices

27

Section

6.2

Severability

27

Section

6.3

Counterparts

27

Section

6.4

Entire

Agreement; No Third Party Beneficiaries

27

Section

6.5

Further

Assurances

27

Section

6.6

Expenses

27

Section

6.7

Governing

Law; Equitable Remedies

28

Section

6.8

Consent

To Jurisdiction

28

Section

6.9

Amendments;

Waivers

29

Section

6.10

Assignment

29

Section

6.11

Recapitalizations,

Exchanges Affecting the Registrable Securities

29

ii

REGISTRATION

RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2026 (the “Effective Date”),

among (i) Healthy Choice Wellness Corp., a Delaware corporation (the “Corporation”), and (ii) each of the holders

of Company Units (as defined in the Merger Agreement) who are signatories hereto or who become party hereto pursuant to Section 6.10

(each such holder, a “Stockholder” and, collectively, the “Stockholders”).

WHEREAS,

this Agreement is made pursuant to the Agreement and Plan of Merger, dated as of May 27, 2026, by and among the Corporation, Healthy

Choice Wellness II Corp., a Delaware corporation and wholly owned subsidiary of the Corporation (“Merger Sub”), and

Host Digital Infrastructure LLC, a Delaware limited liability company (the “Company”) (as amended, restated, supplemented

or otherwise modified from time to time, the “Merger Agreement”);

WHEREAS,

pursuant to the Merger Agreement, at the effective time of the merger contemplated thereby (the “Merger”), each Company

Unit outstanding immediately prior to the effective time of the Merger will be converted into the right to receive shares of Common Stock

and/or Pre-Funded Warrants (as defined herein) (collectively, the “Merger Consideration”);

WHEREAS,

as a condition to the obligations of the Company under the Merger Agreement, the Corporation entering into this Agreement for the purpose

of granting certain registration and other rights to the Stockholders with respect to the Registrable Securities (as defined below).

NOW,

THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article

I

DEFINITIONS

Section

1.1 Definitions. As used in this Agreement, the following terms have the following meanings:

“Affiliate”

of any Person means any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by,

or is under common control with, such first Person. As used in this definition, the term “control,” including the correlative

terms “controlling,” “controlled by” and “under common control with,” means the possession, directly

or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any

partnership or other ownership interest, by contract or otherwise) of a Person.

“Agreement”

has the meaning set forth in the preamble to this Agreement.

1

“Block

Trade” means an Underwritten Offering not involving any “road show” or other substantial marketing efforts by the

underwriters over a period of at least 48 hours, which is commonly known as a “block trade.”

“Business

Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York,

New York are authorized or obligated by law or executive order to close.

“Closing

Offering” means the underwritten public offering of Common Stock of the Corporation contemplated to be commenced on the date of

the closing of the Merger.

“Common

Stock” means the Class A common stock, par value $0.001 per share, of the Corporation and any equity securities issued or issuable

in exchange for or with respect to such Common Stock (i) by way of a dividend, split or combination of shares or (ii) in connection

with a reclassification, recapitalization, merger, consolidation, exchange or other reorganization.

“Corporation”

has the meaning set forth in preamble to this Agreement.

“Corporation

Indemnitee” has the meaning set forth in Section 5.5.

“Corporation

Takedown Notice” has the meaning set forth in Section 2.3(a).

“Demand”

has the meaning set forth in Section 2.1(a).

“Demand

Registration” has the meaning set forth in Section 2.1(a).

“Deferral

Period” has the meaning set forth in Section 2.6.

“Disclosure

Package” means, with respect to any offering of securities, (i) the preliminary prospectus, (ii) each Free Writing

Prospectus and (iii) all other information conveyed to purchasers of securities at the time of sale of such securities (including

a contract of sale) as determined in accordance with Rule 159 promulgated under the Securities Act.

“Effective

Date” has the meaning set forth in the preamble to this Agreement.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to

such statute, and the rules and regulations promulgated thereunder. A reference to an “Exchange Act Rule” means such rule

or regulation of the SEC under the Exchange Act, as in effect from time to time or as replaced by a successor rule thereto.

“Filing

Deadline” has the meaning set forth in Section 2.2.

“FINRA”

has the meaning set forth in Section 4.3.

“Form

S-3” has the meaning set forth in Section 2.2.

“Free

Writing Prospectus” has the meaning set forth in Section 4.3(a)(iii).

2

“Governmental

Entity” means any federal, state, county, city, local or foreign governmental, administrative or regulatory authority, commission,

committee, agency or body (including any court, tribunal or arbitral body), or any self-regulatory authority or stock exchange.

“Investor

Stockholders” means Graham Macro Strategic Ltd. and Graham Credit Opportunities Ltd.

“Losses”

has the meaning set forth in Section 5.1.

“Marketed

Underwritten Offering” means an Underwritten Offering that involves substantial marketing effort by the underwriters or the

Corporation over a period of at least forty-eight (48) hours.

“National

Securities Exchange” means an exchange registered with the SEC under Section 6(a) of the Exchange Act or any successor to such

provision.

“Other

Proposed Sellers” has the meaning set forth in Section 3.3.

“Person”

shall be construed broadly and includes any individual, corporation, firm, partnership, limited liability company, joint venture, estate,

business, association, trust, Governmental Entity or other entity.

“Piggyback

Notice” has the meaning set forth in Section 3.2.

“Piggyback

Registration” has the meaning set forth in Section 3.1.

“Piggyback

Seller” has the meaning set forth in Section 3.2.

“Pre-Funded

Warrants” means warrants to purchase shares of Common Stock at an exercise price of $0.001, issued to the Stockholders as Merger

Consideration pursuant to the Merger Agreement, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised

in full.

“Pre-Funded

Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of the Pre-Funded Warrants.

“Proceeding”

has the meaning set forth in Section 6.8.

“Records”

has the meaning set forth in Section 4.3(a)(viii).

“Rule

144”, “Rule 145”, “Rule 158”, “Rule 159A”, “Rule 405”,

“Rule 415”, and “Rule 424”, mean, in each case, such rule promulgated by the SEC pursuant to the

Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by

the SEC having substantially the same purpose and effect as such Rule.

3

“Registrable

Amount” means a number of Registrable Securities representing at least $10.0 million of aggregate anticipated gross proceeds

(such value shall be determined based on the value of such Registrable Securities on the date immediately preceding the date upon which

the Demand, as applicable, has been received by the Corporation); provided that in the case of any Marketed Underwritten Offering the

aggregate anticipated gross proceeds are at least $20.0 million.

“Registrable

Securities” means (i) the Shares and (ii) any securities issued or then issuable upon any stock split, dividend or other distribution,

recapitalization or similar event with respect to the foregoing. As to any particular Registrable Securities, such securities shall cease

to be Registrable Securities when (A) such securities have been sold or otherwise transferred by the holder thereof pursuant to

an effective registration statement, (B) such securities are sold in accordance with Rule 144 (or any successor provision) promulgated

under the Securities Act, or (C) such securities may be sold pursuant to Rule 144 (or any successor provision) promulgated under the

Securities Act without compliance with the manner of sale, volume and other limitations under such rule.

“Registration

Expenses” has the meaning set forth in Section 4.4.

“Requested

Information” has the meaning set forth in Section 4.5(a).

“Requesting

Stockholder” has the meaning set forth in Section 2.1(a).

“SEC”

means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“Securities

Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute,

and the rules and regulations promulgated thereunder. A reference to a “Securities Act Rule” means such rule or regulation

of the SEC under the Securities Act, as in effect from time to time or as replaced by a successor rule thereto.

“Selected

Courts” has the meaning set forth in Section 6.8.

“Selling

Stockholders” means the Persons named as selling stockholders in any registration statement under Article II hereof

and who is the Beneficial Owner of Registrable Securities being offered thereunder.

“Shares”

means the shares of Common Stock issued or issuable to the Stockholders as Merger Consideration pursuant to the Merger Agreement (including,

for the avoidance of doubt, the Pre-Funded Warrant Shares).

“Shelf

Notice” has the meaning set forth in Section 2.2(a).

“Shelf

Registration Statement” has the meaning set forth in Section 2.2(a).

“Shelf

Takedown” has the meaning set forth in Section 2.3(a).

4

“Stockholder”

has the meaning set forth in the preamble to this Agreement.

“Subsidiary”

or “Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which

such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the

sole general partner interest or managing member or similar interest of such Person. For purposes of this definition, the term “controlled”

means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership

of securities, by contract or otherwise.

“Suspension

Period” has the meaning set forth in Section 2.6.

“Takedown

Notice” has the meaning set forth in Section 2.3(a).

“Transfer”

means any direct or indirect sale, transfer, assignment, offer, pledge, charge, mortgage, exchange, conversion, hypothecation, grant

of participation interest in, grant of a security interest or other direct or indirect disposition or encumbrance of legal title to or

any beneficial interest (in each case, whether with or without consideration, whether voluntarily or involuntarily or by operation of

law). Terms such as “Transferrable”, “Transferred” and “Transferee” shall each

have a correlative meaning with the term “Transfer”.

“Underwritten

Offering” means a sale of securities of the Corporation to an underwriter or underwriters for reoffering to the public.

“Well-Known

Seasoned Issuer” means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act

and which is also eligible to register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 or Form

F-3 under the Securities Act.

Section

1.2 Interpretation. In this Agreement, unless the context otherwise requires, words importing the singular include the

plural and vice versa;

(b)

pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms;

(c)

a reference to a clause, party, annex, exhibit or schedule is a reference to a clause of, and a party, annex, exhibit and schedule to

this Agreement, and a reference to this Agreement includes any annex, exhibit and schedule hereto;

(d)

a reference to a statute, regulations, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances

or by-laws amending, consolidating or replacing it, whether passed by the same or another Governmental Entity with legal power to do

so, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under the statute;

(e)

a reference to a document includes all amendments or supplements to, or replacements or novations of that document;

5

(f)

a reference to any party to a document includes that party’s successors, permitted transferees and permitted assigns;

(g)

a reference to any person includes that person’s successors, permitted transferees and permitted assigns;

(h)

the use of the term “including” means “including, without limitation”;

(i)

the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement

as a whole, including the annexes, schedules and exhibits, as the same may from time to time be amended, modified, supplemented or restated,

and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement;

(j)

the title of and the section and paragraph headings used in this Agreement are for convenience of reference only and shall not govern

or affect the interpretation of any of the terms or provisions in this Agreement;

(k)

where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed

to modify, limit or restrict in any manner the construction of the general statement to which it relates;

(l)

the language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of strict construction

shall be applied against any party; and

(m)

unless expressly provided otherwise, the measure of a period of one (1) month or year for purposes of this Agreement shall be that date

of the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure shall be

that date of the following month or year corresponding to the next day following the starting date (for example, one (1) month following

February 18 is March 18, and one (1) month following March 31 is May 1 (or in the case of January 29, 30 or 31, the following month shall

be March 1)).

6

Article

II

DEMAND AND SHELF REGISTRATION RIGHTS

Section

2.1 Right to Demand Registration.

(a)

At any time following the Filing Deadline, one or more Investor Stockholders and Hans Thomas, Harmol Samra and Alex Monje (each, a “Requesting

Stockholder”) shall be entitled to make a written request of the Corporation (a “Demand”) for registration

under the Securities Act of an amount of Registrable Securities that, in the aggregate taking into account all of the Requesting Stockholders,

equals or is greater than the Registrable Amount (based on the number of Registrable Securities outstanding on the date such Demand is

made) (a “Demand Registration”) and thereupon the Corporation will, subject to the terms of this Agreement, use its

commercially reasonable efforts to effect the registration, in each case as promptly as practicable under the Securities Act of:

(i)

the Registrable Securities which the Corporation has been so requested to register by the Requesting Stockholder(s) for disposition in

accordance with the intended method of disposition stated in such Demand;

(ii)

all other Registrable Securities which the Corporation has been requested to register pursuant to Section 2.1(b); and

(iii)

all equity securities of the Corporation which the Corporation may elect to register in connection with any offering of Registrable Securities

pursuant to this Section 2.1, but subject to Section 2.4(b);

all

to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and

the additional Common Stock, if any, to be so registered.

(b)

Each Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration,

(ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the

identity of the Requesting Stockholder (or Requesting Stockholders). Within one (1) Business Day after receipt of a Demand, the Corporation

shall give written notice of such Demand to all other Stockholders. Subject to Section 2.4(b), the Corporation shall

include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Corporation has received

a written request for inclusion therein within five (5) Business Days after the Corporation’s notice required by this Section

2.1(b) has been given. Such written request shall comply with the requirements of a Demand as set forth in this Section 2.1(b).

The Requesting Stockholder(s) and any Stockholder requesting inclusion in any Demand Registration pursuant to this Section 2.1(b)

may change the number of their Registrable Securities proposed to be offered pursuant to such Demand Registration at any time prior to

the pricing of such offering (in the case of an Underwritten Offering) or effectiveness of the registration statement (in the case of

any other offering) so long as such change would not materially adversely affect the timing or success of the offering and such revised

number of Registrable Securities in the aggregate, taking into account the Requesting Stockholder(s) and any Stockholder requesting inclusion

in the Demand Registration pursuant to this Section 2.1(b), continues to equal or exceed the Registrable Amount.

(c)

Demand Registrations shall be on (i) Form S-1 or any similar long-form registration statement, (ii) Form S-3 or any similar

short form registration statement, if such short form registration statement is then available to the Corporation, or (iii) Form S-3ASR

if the Corporation is, at the time a Demand is made, a Well-Known Seasoned Issuer, in each case, reasonably acceptable to the Requesting

Stockholders holding a majority of the Registrable Securities included in the applicable Demand Registration.

7

(d)

The Corporation shall not be obligated to effect any Demand Registration (A) within six (6) months of the effective date of a registration

statement with respect to a “firm commitment” Marketed Underwritten Offering in which all Stockholders were given “piggyback”

rights pursuant to Section 3.1 (subject to Section 3.2) and at least 50% of the number of Registrable Securities requested

by such Piggyback Sellers to be included in such Piggyback Registration were included, (B) within ninety (90) days of the effective date

of a registration statement with respect to any other Demand Registration or (C) as provided in Section 2.6.

Section

2.2 Shelf Registration.

(a)

The Corporation shall prepare and file a registration statement on Form S-3 (or, if the Corporation is ineligible to use a Form S-3,

a registration statement on Form S-1) within thirty (30) calendar days following the Closing Date (as defined in the Merger Agreement)

(the “Filing Deadline”), and use its commercially reasonable efforts to cause to be declared effective by the SEC

as soon as reasonably practicable after such filing, such registration statement providing for an offering to be made on a continuous

basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, all Registrable Securities held

by the Stockholders on the Closing Date (the “Shelf Registration Statement”), which shall be an automatic shelf registration

statement (as defined in Rule 405 under the Securities Act) if at the time the Corporation is a Well-Known Seasoned Issuer. At the time

the Shelf Registration Statement is declared effective, each Stockholder shall be named as a selling securityholder in the Shelf Registration

Statement and the related prospectus in such a manner as to permit such Stockholder to deliver such prospectus to purchasers of Registrable

Securities in accordance with applicable Law and the plan and method of distribution set forth in a Takedown Notice, which shall be set

forth in the prospectus included in such Form S-3. For the avoidance of doubt, no request for the filing of a Shelf Registration Statement

pursuant to this Section 2.2(a) shall count as a Demand Registration for purposes of Section 2.1(a).

If the Shelf Registration Statement ceases to be available for any reason, any Stockholder may require the Corporation to file a new

Shelf Registration Statement by delivering written notice to the Corporation (“Shelf Notice”) requiring the Corporation

to prepare and file a new Shelf Registration Statement as soon as practicable (but no later than thirty (30) days after the date the

Shelf Notice is delivered) and to use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective

by the SEC as soon as reasonably practicable after such filing, which shall be an automatic shelf registration statement (as defined

in Rule 405 under the Securities Act) if at the time the Corporation is a Well-Known Seasoned Issuer.

(b)

If the Corporation shall become a Well-Known Seasoned Issuer, (x) the Corporation shall give

written notice to all of the Stockholders as promptly as practicable but in no event later than ten (10) Business Days thereafter

and such notice shall describe, in reasonable detail, the basis on which the Corporation has become a Well-Known Seasoned Issuer, and

(y) the Corporation shall, upon written request by the Stockholder, as promptly as practicable, but in no event later than twenty

(20) Business Days after receiving such request, use its commercially reasonable efforts to register, under an automatic shelf registration

statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Corporation agrees that

if any Stockholder beneficially owns any Registrable Securities three years after the filing of the most recent automatic shelf registration

statement in compliance with this Section 2.2(b), the Corporation shall, if permitted under applicable rules of the

SEC, file and cause to remain effective a new automatic shelf registration statement that registers the sale of any Registrable Securities

that remain outstanding at such time. The Corporation shall give written notice of filing such Registration Statement to all of the Stockholders

as promptly as practicable thereafter. At any time after the filing of an automatic shelf registration statement by the Corporation,

if the Corporation is no longer a Well-Known Seasoned Issuer, within ten (10) Business Days after such date of determination, the

Corporation shall (A) give written notice thereof to all of the Stockholders and (B) to the extent the Corporation continues

to qualify for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, the Corporation shall

file, if necessary, a Short-Form Registration Statement (or a post-effective amendment converting the Automatic Shelf Registration Statement

to a Short-Form Registration Statement) covering all of the Registrable Securities, and the Corporation shall use its commercially reasonable

efforts to have such Short-Form Registration Statement declared effective as promptly as practicable after the date the automatic shelf

registration statement is no longer useable by the Stockholders to sell their Registrable Securities.

8

(c)

Subject to Section 2.6, the Corporation will use its commercially reasonable efforts to keep a Shelf Registration Statement current

and continuously in effect with respect to resales of all Registrable Securities following the required filing thereof, and shall file

such supplements or amendments to such Shelf Registration Statement as may be necessary or appropriate in order to keep such Shelf Registration

Statement continuously effective and useable for the resale of Registrable Securities under the Securities Act, in each case until the

date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the

plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise.

Section

2.3 Shelf Takedowns.

(a)

Hans Thomas, Harmol Samra and Alex Monje or any Investor Stockholder included on a Shelf Registration Statement shall have the right

to require that the Corporation cooperate in a shelf takedown of that Stockholder’s Registrable Securities (“Shelf Takedown”)

at any time, including an Underwritten Offering, by delivering a written request thereof to the Corporation specifying the number of

shares of Registrable Securities such Stockholder wishes to include in the Shelf Takedown (each, a “Takedown Notice”).

The Corporation shall (i) within two (2) Business Days of the receipt of a Takedown Notice for an Underwritten Offering, give written

notice of such Takedown Notice to Hans Thomas, Harmol Samra and Alex Monje and all Investor Stockholders included on such Shelf Registration

Statement (“Corporation Takedown Notice”), and (ii) take all actions reasonably requested by such Stockholder, including

the filing of a supplement or amendment to the Shelf Registration Statement or related prospectus and any actions described in Article

IV or as may otherwise be necessary in order to enable such Registrable Securities to be distributed pursuant to such Shelf Takedown,

in accordance with the intended method of distribution set forth in the Takedown Notice, as soon as reasonably practicable. If the Shelf

Takedown is an Underwritten Offering, the Corporation shall use its commercially reasonable efforts to include in such Underwritten Offering

all Registrable Securities that the applicable Stockholders request to be included within three (3) Business Days following their receipt

of the Corporation Takedown Notice (or, in the case of a Block Trade, twenty-four (24) hours). An applicable Stockholder may change the

number of Registrable Securities proposed to be offered in any such Underwritten Offering at any time prior to the pricing of such offering

so long as such change would not materially adversely affect the timing or success of such Underwritten Offering and such revised number

of Registrable Securities in the aggregate, taking into account all of the Stockholders electing to participate, continues to equal or

exceed the Registrable Amount.

9

(b)

In no event shall the Corporation be required to effect, pursuant to this Section 2.3, during any 90-day period, more than (A)

two Block Trades or (B) more than one (1) Underwritten Offering that is not a Block Trade pursuant to a Takedown Notice.

Section

2.4 Cutback; Selection of Underwriters.

(a)

The Corporation shall not include any securities other than Registrable Securities in a Demand Registration, Shelf Registration or Shelf

Takedown, except for (i) Common Stock the Corporation intends to sell for its own account or (ii) subject to Section 4.5(b), with

the written consent of Stockholders participating in such Demand Registration, Shelf Registration or Shelf Takedown, as applicable, that

hold a majority of the Registrable Securities included in such Demand Registration, Shelf Registration or Shelf Takedown. If, in connection

with a Demand Registration, Shelf Registration or Shelf Takedown, the lead bookrunning underwriters (or, if such Demand Registration,

Shelf Registration or Shelf Takedown is not an Underwritten Offering, a nationally recognized independent investment bank selected by

the Corporation and reasonably acceptable to Stockholders holding a majority of the Registrable Securities requested to be included in

such Demand Registration, Shelf Registration or Shelf Takedown, as applicable, and whose reasonable fees and expenses shall be borne

solely by the Corporation) advise the Corporation, in writing, that, in their reasonable opinion, the inclusion of all of the securities,

including securities of the Corporation that are not Registrable Securities, sought to be registered in connection with such Demand Registration,

Shelf Registration or Shelf Takedown, as applicable, would adversely affect the marketability of the Registrable Securities sought to

be sold pursuant thereto, then the Corporation shall include in such Demand Registration, Shelf Registration or Shelf Takedown only such

securities as the Corporation is reasonably advised by such underwriters or investment bank can be sold without such adverse effect as

follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included

by the Requesting Stockholder or Stockholder who delivers the Shelf Notice or Takedown Notice, as applicable, together with all other

Stockholders participating in response to the Corporation Takedown Notice or in response to a Demand Registration, pro rata among

such Persons based upon the number of Registrable Securities requested to be included by them, (ii) second, securities the

Corporation proposes to sell; and (iii) third, all other equity securities of the Corporation duly requested to be included,

pro rata on the basis of the amount of such other securities requested to be included by them or such other method determined

by the Corporation.

(b)

Any time that a Demand Registration, Shelf Registration or Shelf Takedown involves an Underwritten Offering, (i) Stockholders holding

a majority of the Registrable Securities requested to be included in the Demand Registration, Shelf Registration or Shelf Takedown, as

applicable, shall select the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters

with respect to the offering of such Registrable Securities, each of which shall be a nationally recognized investment banking firm reasonably

acceptable to the Corporation (such acceptance not to be unreasonably withheld, conditioned or delayed) and (ii) the Corporation and,

if reasonably requested by the underwriters, the applicable Stockholders, shall enter into an underwriting agreement that is reasonably

acceptable to the Stockholders holding a majority of the Registrable Securities requested to be included in the Demand Registration and

the Corporation, with such agreement containing representations, warranties, indemnities and agreements customarily included (but not

inconsistent with the covenants and agreements of the Corporation contained herein) by an issuer of common stock in underwriting agreements

with respect to offerings of common stock for the account of, or on behalf of, such issuers.

10

(c)

In connection with any Underwritten Offering under this Article II, the Corporation shall not be required to include the Registrable

Securities of a Stockholder in the Underwritten Offering unless such Stockholder accepts the terms of the underwriting as agreed upon

between the Corporation and the underwriters of such Underwritten Offering, in accordance with the terms hereof.

Section

2.5 Registration Limits. The Investor Stockholders and Hans Thomas, Harmol Samra and Alex Monje shall each be entitled to an unlimited

number of Demand Registrations and Shelf Takedowns.

Section

2.6 Suspension or Deferral. Notwithstanding anything to the contrary contained in this Agreement, the Corporation shall be entitled

(i) to suspend the use of the prospectus included in any effective registration statement (a “Suspension Period”)

or (ii) to defer the filing or effectiveness of any registration statement, prospectus or prospectus supplement otherwise required to

be filed pursuant to this Agreement (a “Deferral Period”), for a reasonable period of time not to exceed sixty (60)

days in succession or ninety (90) days in the aggregate for all Suspension Periods and Deferral Periods combined in any rolling twelve

(12) month period (provided, that during the 2026 calendar year or the 2027 calendar year, the aggregate duration of all Suspension

Periods and Deferral Periods shall not exceed 14 calendar days during such calendar year without the prior written consent of the Investor

Stockholders, such consent not to be unreasonably withheld, conditioned or delayed, and provided further that the rights under

this Section 2.6 shall not be available during the three (3) months after the Closing Date), if the board of directors of the

Corporation (the “Board”) shall determine in its reasonable and good faith judgment that a Suspension Period or Deferral

Period is necessary because (a) the registration statement or prospectus cannot be filed, declared effective or used for the sale of

Registrable Securities because of the unavailability of audited or other required financial statements, provided that the Corporation

shall use its commercially reasonable efforts to obtain such financial statements as promptly as practicable, or (b) the filing or effectiveness

of the prospectus relating to the registration statement would require the disclosure of material, non-public information, the premature

disclosure of which would be materially detrimental to the Corporation and, in each case of clauses (a) and (b), subject to the delivery

to the Stockholders of a certificate signed by the chief executive officer or the chief financial officer of the Corporation certifying

as to the determination of the Board described above; provided, however, that any Suspension Period or Deferral Period

shall terminate upon the earliest of (i) the date upon which the Corporation notifies the Stockholders in writing that such Suspension

Period or Deferral Period is no longer necessary, (ii) in the case of clause (a) above, the date upon which the Corporation has filed

such reports or obtained and filed the financial information required to be included or incorporated by reference in a registration statement

and (iii) in the case of clause (b) above, the date upon which the applicable registration statement, prospectus or prospectus supplement

is filed or becomes available for use, as applicable, or at such time as the public disclosure of such information is otherwise made.

The Corporation will use commercially reasonable efforts to limit the length of any Suspension Period or Deferral Period and shall notify

the Stockholders promptly if the Suspension Period or Deferral Period is no longer necessary. Notice of the commencement of a Suspension

Period or Deferral Period shall simply specify such commencement and shall not contain any facts or circumstances relating to such commencement

or any material non-public information. The Corporation shall respond promptly to inquiry by a Stockholder as to such facts and circumstances.

After the expiration of any Suspension Period or Deferral Period and without any further request from a Stockholder, the Corporation

shall, if necessary, as promptly as reasonably practicable prepare a post-effective amendment or supplement to the registration statement

or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered

to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact

or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading. The Corporation shall not register or sell, or permit the registration or sale of, any securities for its own account

or that of any other stockholder during any Suspension Period or Deferral Period.

11

Article

III

PIGGYBACK REGISTRATION

Section

3.1 Right to Piggyback. Subject to the terms and conditions hereof, whenever the Corporation proposes to register any of its Common

Stock or securities convertible into, or exchangeable or exercisable for, Common Stock under the Securities Act or to consummate an Underwritten

Offering with respect to its Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock (other than

a registration (i) pursuant to Section 2.1, (ii) pursuant to a registration statement on Form S-4 or Form S-8 or similar form

that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially

the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, (iv)

in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its

security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which

the only Common Stock being registered are Common Stock issuable upon conversion of debt securities that are also being registered),

(vii) in connection with the establishment, maintenance or operation of any “at-the-market” offering program, including any

sales of securities pursuant thereto, or (viii) in connection with the Closing Offering) (a “Piggyback Registration”),

whether for its own account or for the account of others, the Corporation shall give each Stockholder (other than to the extent a Stockholder

has given written notice (including by e-mail) that such notices should not be given to such Stockholder), prompt written notice thereof

(but not less than ten (10) Business Days prior to the filing by the Corporation with the SEC of any registration statement with respect

thereto).

12

Section

3.2 Notice.

(a)

Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered

or offered, the proposed date of filing of such registration statement with the SEC or pricing of such offering, the proposed means of

distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Corporation of

the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback

Notice is a Stockholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities

then presently intended to be disposed of by such Piggyback Seller) given within ten (10) Business Days after such Piggyback Notice is

received by such Piggyback Seller, the Corporation, subject to the terms and conditions of this Agreement, shall use its commercially

reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Corporation has received

such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Corporation’s

equity securities being sold in such Piggyback Registration. No registration effected under Section 3.1 shall relieve

the Corporation of its obligation to effect any registration upon request under Section 2.1 or Section 2.2 hereof,

and no registration effected pursuant to Section 3.1 shall be deemed to have been effected pursuant to Section 2.1

or Section 2.2 hereof. The Piggyback Notice and the contents thereof shall be kept confidential until the public filing of the

registration statement.

(b)

If a Stockholder does not deliver a written request for inclusion within the period specified in Section 3.2(a) or if a Stockholder

has given written notice (including by e-mail) that Piggyback Notices should not be given to such Stockholder, such Stockholder shall

be deemed to have irrevocably waived any and all rights under this Article III with respect to such registration (but not with

respect to future registrations in accordance with this Article III). For the avoidance of doubt, no Piggyback Registration shall

count towards the number of Demand Registrations that a Stockholder is entitled to make pursuant to Section 2.1 or underwritten

Shelf Takedowns that a Stockholder is entitled to make pursuant to Section 2.2.

Section

3.3 Cutback. If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is

not an Underwritten Offering, a nationally recognized independent investment bank selected by the Corporation and reasonably acceptable

to the Stockholders holding a majority of the Registrable Securities included in such Piggyback Registration, and whose fees and expenses

shall be borne solely by the Corporation) advises the Corporation in writing that, in its opinion, the inclusion of all the Common Stock,

or securities convertible into, or exchangeable or exercisable for, Common Stock sought to be included in such Piggyback Registration

by (i) the Corporation, (ii) the Piggyback Sellers that request to participate in such registration or offering pursuant to

their piggyback registration rights and (iii) any other proposed sellers of Common Stock, or securities convertible into, or exchangeable

or exercisable for, Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely

affect the marketability of the Common Stock sought to be sold pursuant thereto, then the Corporation shall include in the registration

statement, or dispose in such offering, applicable to such Piggyback Registration only such Common Stock as the Corporation is so advised

by such underwriter can be sold without such an adverse effect, as follows and in the following order of priority:

13

(a)

if the Piggyback Registration relates to an offering for the Corporation’s own account, then (A) first, such number

of Common Stock to be sold by the Corporation for its own account, (B) second, Registrable Securities requested to be included

in such Piggyback Registration by any Piggyback Sellers, pro rata among such Piggyback Sellers based upon the number of Common

Stock, or securities convertible into, or exchangeable or exercisable for, Common Stock sought to be registered or disposed by such holders

deemed to be owned by such Persons and (C) third, other Common Stock, or securities convertible into, or exchangeable or exercisable

for, Common Stock proposed to be sold by any Other Proposed Sellers.

(b)

if the Piggyback Registration relates to an offering other than for the Corporation’s own account, then (A) first, any Common

Stock proposed to be sold by any Other Proposed Sellers with a contractual right to include such Common Stock in such registration statement

prior to any Stockholder, (B) second, Registrable Securities requested to be included in such Piggyback Registration by any Piggyback

Sellers, pro rata among such Piggyback Sellers based upon the number of Common Stock sought to be registered or disposed by such

holders, and (C) third, the other Common Stock proposed to be sold by any Other Proposed Sellers or to be sold by the Corporation

as determined by the Corporation.

Section

3.4 Underwriting Agreement. In connection with any Underwritten Offering under this Article III, the Corporation shall

not be required to include the Registrable Securities of a Stockholder in the Underwritten Offering unless such Stockholder accepts the

terms of the underwriting as agreed upon between the Corporation and the underwriters selected by the Corporation in accordance with

the terms hereof; provided that if any Stockholder who has requested to participate in such Underwritten Offering reasonably and

in good faith disapproves of the terms of the related underwriting agreement, such Stockholder shall not be required to enter into such

underwriting agreement and shall withdraw from such Underwritten Offering by providing written notice to the Corporation and the underwriter(s)

no later than the earlier of (x) the time at which the public offering price and underwriters’ discount are determined with the

underwriter(s) and (y) the effective date of the applicable registration statement or Shelf Takedown, as applicable.

Section

3.5 Selection of Underwriters. If the Corporation intends to offer and sell Common Stock by means of an Underwritten Offering

(other than an offering pursuant to Section 2.1 or Section 2.2), the Corporation shall select

the managing underwriter or underwriters to administer such Underwritten Offering, which managing underwriter or underwriters shall be

firms of nationally recognized standing.

Section

3.6 Company Control. If, at any time after giving a Piggyback Notice and prior to the time the registration statement filed in

connection with such Piggyback Registration is declared effective, the Corporation shall determine, at its election, for any reason not

to register such equity securities, the Corporation may give written notice of such determination to each Stockholder promptly upon such

determination (but, in any event, within two (2) calendar days thereof) and thereupon shall be relieved of its obligation to register

any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration (but not from its obligation

to pay the Registration Expenses in connection therewith as provided herein); provided, that Stockholders may continue the registration

as a Demand Registration pursuant to the terms of Section 2.1.

14

Article

IV

REGISTRATION PROCEDURES

Section

4.1 Withdrawal Rights. Any Stockholder having notified or directed the Corporation to include any or all of its Registrable Securities

in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any

or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Corporation prior

to the effective date of such registration statement, and no such registration shall be counted for purposes of determining the number

of Demands to which any such Stockholder is entitled pursuant to Section 2.1(a). In the event of any such withdrawal, the Corporation

shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable

Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Corporation with respect to the

Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal

shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Corporation

shall as promptly as practicable give each Stockholder seeking to register Registrable Securities notice to such effect and, within ten

(10) calendar days following the receipt of such notice, such Stockholders still seeking registration shall, by written notice to the

Corporation, elect to register additional Registrable Securities to satisfy the Registrable Amount or elect that such registration statement

not be filed or, if theretofore filed, be withdrawn. During such ten (10)-calendar day period, the Corporation shall not file such registration

statement if not theretofore filed or, if such registration statement has been theretofore filed, the Corporation shall not seek, and

shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Stockholder withdraws its notification or direction

to the Corporation to include Registrable Securities in a registration statement in accordance with this Section 4.1 with respect

to a sufficient number of Common Stock so as to reduce the number of Registrable Securities requested to be included in such registration

statement below the Registrable Amount, such Stockholder shall be required to promptly reimburse the Corporation for reasonable and documented

out of pocket expenses incurred by the Corporation in connection with preparing for the registration of such Registrable Securities.

Section

4.2 Holdback Agreements. In the case of an Underwritten Offering with respect to any Demand Registration or any Piggyback Registration,

each Stockholder (other than any Investor Stockholder not participating in such Underwritten Offering) agrees not to effect any public

sale or distribution (including sales pursuant to Rule 144) of equity securities of the Corporation, or any securities convertible into

or exchangeable or exercisable for such equity securities, during the period commencing on the date on which the Corporation gives notice

to the Stockholders that a preliminary prospectus has been circulated for such Underwritten Offering or the “pricing” of

such offering and continuing to the date that is the lesser of (x) sixty (60) days following the date of the final prospectus and (y)

such shorter period as agreed by the managing underwriters. Each person subject to the restrictions of the preceding sentence shall receive

the benefit of any shorter “lock-up” period or permitted exceptions agreed to by the managing underwriter or underwriters

for any Underwritten Offering and the terms of such lock-up agreements shall govern such person in lieu of the preceding sentence; provided

that in no event shall the applicable Stockholders be obligated to enter into such lock-up that are any more restrictive than such agreements

agreed to by the Corporation, its directors and executive officers or the other stockholders of the Corporation participating in such

offering; provided, further, that the Corporation, its directors, executive officers or other stockholders shall not be

released from any holdback agreement unless the Stockholders are similarly released; and provided, further, that any lock-up

shall contain customary exceptions.

15

Section

4.3 Registration Procedures.

(a)

In connection with the registration of any Registrable Securities under the Securities Act pursuant to Article II and Article

III, the Corporation shall as expeditiously as reasonably possible:

(i)

prepare and file with the SEC a registration statement to effect such registration and thereafter use commercially reasonable efforts

to cause such registration statement to become and remain effective pursuant to the terms of this Agreement and cause such registration

statement to contain a “Plan of Distribution” that permits the distribution of securities pursuant to all legal means;

provided, however, that the Corporation may discontinue any registration of its securities which are not Registrable Securities

at any time prior to the effective date of the registration statement relating thereto; provided, further that no

less than five (5) Business Days before filing such registration statement, prospectus or any amendments thereto, the Corporation will

furnish to the counsel selected by the Stockholders which are including Registrable Securities in such registration copies of all such

documents proposed to be filed, which documents will be subject to the review, comment and approval of such counsel prior to filing,

and such review to be conducted with reasonable promptness;

(ii)

prepare and file with the SEC such amendments, post-effective amendments and supplements to such registration statement and the prospectus

used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the

Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time

as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof

set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities

Act or, if such registration statement relates to an Underwritten Offering, such longer period as in the opinion of counsel for the underwriters

for such Underwritten Offering that a prospectus is required by law to be delivered in connection with sale of Registrable Securities

by an underwriter or dealer);

(iii)

furnish to each Selling Stockholder and each underwriter, if any, of the securities being sold by such Selling Stockholder such number

of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits),

such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary

prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”)

utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements

of the Securities Act, and such other documents as such Selling Stockholder and underwriter, if any, may reasonably request in order

to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Stockholder;

16

(iv)

use commercially reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such

other securities laws or blue sky laws of such jurisdictions as any Selling Stockholder and any underwriter of the securities being sold

by such Selling Stockholder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable

such Selling Stockholder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such

Selling Stockholder, except that the Corporation shall not for any such purpose be required to (A) qualify generally to do business

as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so

qualified, (B) subject itself to taxation in any such jurisdiction where it is not then so subject or (C) file a general consent

to service of process in any such jurisdiction where it is not then so subject;

(v)

use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities

issued by the Corporation are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such

Registrable Securities to be listed on the National Securities Exchange on which the Common Stock is listed;

(vi)

use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with

or approved by such other Governmental Entities as may be necessary to enable each Selling Stockholder thereof to consummate the disposition

of such Registrable Securities;

(vii)

in connection with an Underwritten Offering, obtain for each Selling Stockholder and underwriter:

(A)

an opinion of counsel for the Corporation, in customary form and covering the matters customarily covered in opinions requested in underwritten

offerings and such other matters as may be reasonably requested by such Selling Stockholder and underwriters, and

(B)

a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort”

letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent

registered public accountants who have certified the Corporation’s financial statements included in such registration statement

and additional comfort letters from the independent registered public accounting firm for any company acquired by the Corporation whose

financial statements are included or incorporated by reference in the registration statement) in customary form and covering such matters

as are customarily covered by comfort letters as such underwriter and such Selling Stockholders may reasonably request; provided,

however, that if the Corporation fails to obtain such legal opinion or comfort letter hereunder and the relevant offering is abandoned,

then such offering will not count as a Demand Registration or Shelf Takedown for purposes of determining when future Demand Registrations

or Shelf Takedowns may be requested by Stockholders hereunder;

17

(viii)

promptly make available for inspection by any Selling Stockholder, any underwriter participating in any disposition pursuant to any registration

statement, and any attorney, accountant or other agent or representative retained by any such Selling Stockholder or underwriter (collectively,

the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Corporation

(collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility

in connection with such registration statement, and cause the Corporation’s officers, directors and employees to supply all information

requested by any such Inspector in connection with such registration statement; provided, however, that, unless the

disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of

such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Corporation shall not be required

to provide any information under this subparagraph (viii) if (i) the Corporation reasonably believes, based on the opinion of counsel

for the Corporation, that to do so would cause the Corporation to forfeit an attorney-client privilege that was applicable to such information

(provided that the Corporation will use commercially reasonable efforts to provide any such information with redactions or other customary

limitations to the extent feasible to do so in a manner that would avoid the effect set forth in this clause (i)) or (ii) if either

(A) the Corporation has requested and been granted from the SEC confidential treatment of such information contained in any filing

with the SEC or documents provided supplementally or otherwise or (B) the Corporation reasonably determines that such Records are

confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such

Selling Stockholder requesting such information agrees, and causes each of its Inspectors, to abide by customary confidentiality obligations

on terms reasonably acceptable to the Corporation; and provided, further, that each Selling Stockholder agrees that

it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Corporation

and allow the Corporation, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;

(ix)

promptly notify in writing each Selling Stockholder and the underwriters, if any, of the following events:

(A)

the filing of the registration statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to

the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement

or any post-effective amendment thereto, when the same has become effective;

(B)

any request by the SEC or any other Governmental Entity for amendments or supplements to the registration statement or the prospectus

or for additional information;

18

(C)

the issuance by the SEC or any other Governmental Entity of any stop order suspending the effectiveness of the registration statement

or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any

jurisdiction, or the initiation of any proceedings by any Person for the foregoing purposes; and

(D)

the receipt by the Corporation of any notification with respect to the suspension of the qualification of any Registrable Securities

for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;

(x)

promptly notify each Selling Stockholder, at any time when a prospectus relating thereto is required to be delivered under the Securities

Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement,

as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein

or necessary to make the statements therein not misleading, and promptly prepare and furnish to such Selling Stockholder a reasonable

number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers

of such Registrable Securities, such prospectus shall not include 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 not misleading;

(xi)

use commercially reasonable efforts to prevent the issuance of and, if issued, obtain the withdrawal of any order suspending the effectiveness

of such registration statement or any suspension of the qualification of any Registrable Securities for sale under the securities or

blue sky laws of any jurisdiction;

(xii)

otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to each

Selling Stockholder, as soon as reasonably practicable, an earning statement of the Corporation covering the period of at least twelve

(12) months, but not more than eighteen (18) months, beginning with the first day of the Corporation’s first full quarter after

the effective date of such registration statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities

Act and Rule 158 thereunder;

(xiii)

cooperate with the Selling Stockholders and the managing underwriter to facilitate the timely preparation and delivery of certificates

in a form eligible for deposit with The Depository Trust Company (which shall not be subject to any stop transfer order with any transfer

agent and will not bear any restrictive legends unless required under applicable law) representing securities sold under any registration

statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such Selling

Stockholders may request and keep available and make available to the Corporation’s transfer agent prior to the effectiveness of

such registration statement a supply of such certificates, or, if requested by a Selling Stockholder or an underwriter, to facilitate

the delivery of such securities in book-entry form;

19

(xiv)

have appropriate officers of the Corporation prepare and make presentations at any “road shows” and before analysts and rating

agencies, as the case may be, and other information meetings organized by the underwriters, take other actions to obtain ratings for

any Registrable Securities (if they are eligible to be rated) and otherwise use its commercially reasonable efforts to cooperate as requested

by the Selling Stockholders and the underwriters in the offering, marketing or selling of the Registrable Securities; provided,

that such presentations, meetings, actions and efforts do not cause unreasonable disruption to the management of the Corporation’s

business;

(xv)

with respect to each Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable

Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Free Writing Prospectus

or other materials without the prior written consent of the Stockholders holding the Registrable Securities covered by such registration

statement, which Free Writing Prospectuses or other materials shall be subject to the prior reasonable review of the Selling Stockholders

and their counsel;

(xvi)

(A) as expeditiously as possible and within the deadlines specified by the Securities Act, use commercially reasonable efforts to make

all required filings of all prospectuses and Free Writing Prospectuses with the SEC and (B) within the deadlines specified by the Exchange

Act, use commercially reasonable efforts to make all filings of periodic and current reports and other materials required by the Exchange

Act;

(xvii)

as expeditiously as possible and within the deadlines specified by the Securities Act, make all required filing fee payments in respect

of any registration statement or prospectus used under this Agreement (and any offering covered thereby);

(xviii)

as expeditiously as possible keep the Selling Stockholders and their counsel advised as to the initiation and progress of any registration

hereunder;

(xix)

use commercially reasonable efforts to cooperate with each Selling Stockholder and each underwriter participating in the disposition

of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry

Regulatory Authority (“FINRA”);

(xx)

furnish the Selling Stockholders, their counsel and the underwriters, as expeditiously as possible, copies of all correspondence with

or from the SEC, the FINRA, any stock exchange or other self-regulatory organization relating to the applicable registration statement

or the transactions contemplated thereby and, a reasonable time prior to furnishing or filing any such correspondence to the SEC, the

FINRA, stock exchange or self-regulatory organization, furnish drafts of such correspondence to the Selling Stockholders, their counsel,

and the underwriters for their reasonable review and comment, such review and comment to be conducted promptly;

(xxi)

not later than the effective date of the applicable registration statement, provide a CUSIP number for all Registrable Securities; and

20

(xxii)

to take all other reasonable steps necessary or advisable to effect the registration and disposition of the Registrable Securities contemplated

hereby.

(b)

The Corporation may require each Selling Stockholder and each underwriter, if any, to furnish the Corporation in writing such information

regarding each Selling Stockholder or underwriter and the distribution of such Registrable Securities as the Corporation may from time

to time reasonably request and as shall be reasonably required to complete or amend the information required by such registration statement.

(c)

Without limiting the terms of Section 2.1(a), in the event that the offering of Registrable Securities is to be made by or through

an underwriter, the Corporation, if requested by the underwriter, shall enter into an underwriting agreement with a managing underwriter

or underwriters in connection with such offering containing representations, warranties, indemnities and agreements customarily included

(but not inconsistent with the covenants and agreements of the Corporation contained herein) by an issuer of common stock in underwriting

agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In the event an Underwritten

Offering is not consummated because any condition to the obligations under any related written agreement with such underwriters is not

met or waived, and such failure to be met or waived is not attributable to the fault of any Stockholder, such Underwritten Offering will

not count for purposes of determining when future Demand Registrations of Shelf Takedowns may be requested by such Stockholder hereunder.

(d)

Each Selling Stockholder agrees that upon receipt of any notice from the Corporation of the happening of any event of the kind described

in Sections 4.3(a)(ix)(C), 4.3(a)(ix)(D)), or 4.3(a)(x), such Selling Stockholder shall forthwith discontinue (in

the case of Section 4.3(a)(ix)(D), only in the relevant jurisdiction set forth in such notice) such Selling Stockholder’s

disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling

Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.3(a)(x) and, if

so directed by the Corporation, deliver to the Corporation, at the Corporation’s expense, all copies, other than permanent file

copies, then in such Selling Stockholder’s possession of the prospectus current at the time of receipt of such notice relating

to such Registrable Securities.

Section

4.4 Registration Expenses. All expenses incident to the Corporation’s performance of, or compliance with, its obligations

under Article II of this Agreement including, without limitation, all registration and filing fees, all fees and expenses of compliance

with securities and “blue sky” laws, all fees and expenses associated with filings required to be made with the FINRA (including,

if applicable, reasonable and customary fees and expenses of any “qualified independent underwriter” as such term is defined

in Rule 5121 of the FINRA), all fees and expenses of compliance with securities and “blue sky” laws, all printing (including,

without limitation, expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository

Trust Company and of printing prospectuses if the printing of prospectuses is requested by a holder of Registrable Securities) and copying

expenses, all messenger and delivery expenses, all fees and expenses of the Corporation’s independent certified public accountants

and counsel (including with respect to “comfort” letters and opinions) and reasonable and customary fees and expenses of

one firm of counsel for the Investor Stockholders if they are Selling Stockholders and one firm of counsel for any other Selling Stockholders

(which counsel for such other Selling Stockholders shall be chosen by the holders of a majority of the Registrable Securities held by

such other Selling Stockholders included in the applicable offering or registration) (collectively, the “Registration Expenses”)

shall be borne by the Corporation, regardless of whether a registration is effected. The Corporation will pay its internal expenses (including,

without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any

annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each

securities exchange and included in each established over-the-counter market on which similar securities issued by the Corporation are

then listed or traded. Each Selling Stockholder shall pay its portion of all underwriting discounts and commissions and transfer taxes,

if any, relating to the sale of such Selling Stockholder’s Registrable Securities pursuant to any registration.

21

Section

4.5 Request for Information; Certain Rights.

(a)

Request for Information. Reasonably before the expected filing date of each registration statement pursuant to this Agreement,

the Corporation shall notify each Stockholder who has timely provided the requisite notice hereunder entitling the Stockholder to register

Registrable Securities in such registration statement of the information, documents and instruments from such Stockholder that the Corporation

or any underwriter reasonably requests in connection with such registration statement, including, but not limited to a questionnaire,

custody agreement, power of attorney, lock-up letter and underwriting agreement (the “Requested Information”). Such

Stockholder shall promptly return the Requested Information to the Corporation. If the Corporation has not received the Requested Information

(or a written assurance from such Stockholder that the Requested Information that cannot practicably be provided prior to filing of the

registration statement will be provided in a timely fashion) from such Stockholder within a reasonable period of time (as determined

by the Corporation in good faith) prior to the filing of the applicable Registration Statement, the Corporation may file such Registration

Statement without including Registrable Securities of such Stockholder. The failure to so include in any registration statement the Registrable

Securities of a Stockholder (with regard to that registration statement) shall not in and of itself result in any liability on the part

of the Corporation to such Stockholder.

(b)

Registrable Securities Transactions. If requested by any Stockholder in connection with any transaction involving any Registrable

Securities (including any sale or other transfer of such securities without registration under the Securities Act, any margin loan with

respect to such securities and any pledge of such securities), the Corporation agrees to provide such Stockholder with customary assistance

to facilitate such transaction or similar transaction, including, without limitation, (i) such action as such Stockholder may reasonably

request from time to time to enable such Stockholder to sell Registrable Securities without registration under the Securities Act and

(ii) entering into an “issuer’s agreement” in connection with any margin loan with respect to such securities

in customary form. Without limiting the foregoing, the Corporation acknowledges and agrees that a Stockholder may from time to time pledge

pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Registrable

Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) of Regulation D under the

Securities Act and, if required under the terms of such arrangement, such Stockholder may transfer pledged or secured Registrable Securities

to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Corporation and no legal opinion

of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required

of such pledge. At the appropriate Stockholder’s expense, the Corporation will execute and deliver such reasonable documentation

as a pledgee or secured party of Registrable Securities may reasonably request in connection with a pledge or transfer of the Registrable

Securities, including, if the Registrable Securities are subject to registration pursuant to this Agreement, the preparation and filing

of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act

to appropriately amend the list of selling stockholders thereunder.

22

(c)

In-Kind Distributions. If any Stockholder (and/or any of their Affiliates) seeks to effectuate an in-kind distribution of all

or part of their Registrable Securities to their respective direct or indirect equityholders, the Corporation

will, subject to any applicable lock-ups, work with the foregoing Persons to facilitate such in-kind distribution in the manner

requested and consistent with the Corporation’s obligations under the Securities Act.

(d)

No Grant of Future Registration Rights. Except pursuant to the proviso to Section 6.10 the Corporation shall not grant

any shelf, demand, piggyback or incidental registration rights that are senior to or otherwise inconsistent with the rights granted

to the Stockholders hereunder to any other Person without the prior written consent of the Stockholders holding a majority of the Registrable

Securities then outstanding.

Section

4.6 Exchange Act Compliance. So long as the Corporation (a) has registered a class of securities under Section 12 or Section

15 of the Exchange Act and (b) files reports under Section 13 of the Exchange Act, then the Corporation shall take all actions reasonably

necessary to enable Stockholders to sell Registrable Securities without registration under the Securities Act within the limitation of

the exemptions provided by Rule 144 under the Securities Act, as such rule may be amended from time to time or any similar rules or regulations

adopted by the SEC, including, without limiting the generality of the foregoing, (i) making and keeping public information available,

as those terms are understood and defined in Rule 144 promulgated under the Securities Act, (ii) filing with the SEC in a timely manner

all reports and other documents required of the Corporation under the Exchange Act, (iii) at the request of any Stockholder if such Stockholder

proposes to sell securities in compliance with Rule 144, forthwith furnish to such Stockholder, as applicable, a written statement of

compliance with the reporting requirements of the SEC as set forth in Rule 144 and make available to such Stockholder such information

as will enable the Stockholder to make sales pursuant to Rule 144 and (iv) for securities that will be sold pursuant to Rule 144, reasonably

cooperating with the Stockholders to cause the transfer agent to remove any restrictive legend on certificates evidencing Registrable

Securities. If a legend removal request is made, the Corporation will, no later than one (1) Business Day following the delivery of a

legended certificate representing such Securities (or a request for legend removal, in the case of Securities issued in book-entry form),

deliver or cause to be delivered to such Stockholder a certificate representing such Securities that is free from all restrictive legends

or an equivalent book-entry position, as requested by such Stockholder.

23

Section

4.7 Participating Stockholder. By written notice delivered to the Corporation, any Stockholder (an “Opting-Out

Stockholder”) may elect to waive its right to participate in Underwritten Offerings and to be a Piggyback Seller and participate

in a Piggyback Registration (an “Opt-Out”), until such time as the written notice is rescinded in writing. During

such time as an Opt-Out is in effect: (a) the Opting-Out Stockholder shall not receive notices of any proposed Demand Registration, Shelf

Takedown or Piggyback Registration and (b) shall not be entitled to participate in any such registration or offering.

Article

V

INDEMNIFICATION

Section

5.1 By the Corporation. The Corporation agrees to indemnify, defend and hold harmless, to the fullest extent permitted by law,

each Stockholder and each of their respective Affiliates and their respective officers, directors, employees, managers, partners, advisors,

agents and representatives and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the

Exchange Act) such Stockholder or such other Person indemnified under this Section 5.1 from and against all losses, claims, damages,

liabilities and expenses, whether joint or several (including reasonable expenses of investigation and reasonable attorneys’ fees

and expenses) (collectively, the “Losses”), to which they are or any of them may become subject under the Securities

Act, the Exchange Act or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation,

at common law or otherwise, insofar as such Losses arise out of, are based upon, are caused by or relate to any untrue statement (or

alleged untrue statement) of a material fact contained or incorporated in any registration statement, prospectus or preliminary prospectus,

offering circular, offering memorandum or Disclosure Package (including a Free Writing Prospectus) or any amendment or supplement thereto

or any filing or document incidental to such registration or qualification of the securities as required by this Agreement, or any omission

(or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein not misleading, except

that no Person indemnified shall be indemnified hereunder insofar as the same are made in conformity with and in reliance on information

furnished in writing to the Corporation by such Person concerning such Person expressly for use therein. Such indemnification obligation

shall be in addition to any liability that the Corporation may otherwise have to any such indemnified person. In connection with an Underwritten

Offering and without limiting any of the Corporation’s other obligations under this Agreement, the Corporation shall also indemnify

such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of

the Securities Act and Section 20 of the Exchange Act) such underwriters or such other Person indemnified under this Section 5.1

to the same extent as provided above with respect to the indemnification (and exceptions thereto) of Selling Stockholders. Reimbursements

payable pursuant to the indemnification contemplated by this Section 5.1 will be made by periodic payments during the course of

any investigation or defense, as and when bills are received or expenses incurred.

Section

5.2 By the Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such

Selling Stockholder will furnish to the Corporation in writing information regarding such Selling Stockholder’s ownership of Registrable

Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify

the Corporation, its Affiliates and their respective directors, officers, employees and agents and each Person who controls (within the

meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation or such other Person indemnified under

this Section 5.2 against all Losses to which they are or any of them may become subject under the Securities Act, the Exchange

Act or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation, at common

law or otherwise, insofar as such Losses arise out of, are based upon, are caused by or relate to any untrue statement of material fact

contained or incorporated in any registration statement, prospectus or preliminary prospectus, offering circular, offering memorandum

or Disclosure Package (including a Free Writing Prospectus) or any amendment or supplement thereto or any filing or document incidental

to such registration or qualification of the securities as required by this Agreement, or any omission of a material fact required to

be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement

or omission is made in conformity with and in reliance on information furnished in writing by such Person concerning such Person expressly

for use therein; provided, however, that each Selling Stockholder’s obligation to indemnify the Corporation

hereunder shall, to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person

based upon the net amount received by each Person from the sale of such Registrable Securities, as compared to the total net amount received

by all of the indemnifying Persons pursuant to such registration statement. Notwithstanding the foregoing, no Person shall be liable

to the Corporation and the underwriters for aggregate amounts in excess of the lesser of (i) such apportionment and (ii) the

net amount received by such holder (after deducting any discounts and commissions) from the disposition of Registrable Securities in

the offering giving rise to such liability.

24

Section

5.3 Notice. Any Person entitled to indemnification hereunder shall give prompt (but in any event within 30 days after such Person

has actual knowledge of the facts constituting the basis for indemnification) written notice to the indemnifying party of any claim with

respect to which it seeks indemnification; provided, however, the failure to give such notice shall not release the

indemnifying party from its obligation, except to the extent that the indemnifying party has been materially prejudiced by such failure

to provide such notice on a timely basis.

Section

5.4 Defense of Actions. In any case in which any claim, action or proceeding (including any governmental investigation) is brought

against any Person in respect of which indemnification may be sought pursuant to this Article V (an “indemnified party”),

and it notifies the Person against whom such indemnity may be sought (an “indemnifying party”) of the commencement

thereof (provided that that the failure or delay to give such notice shall not relieve the indemnifying party of its obligations pursuant

to this Agreement except to the extent that it shall be determined by a court of competent jurisdiction that such indemnifying party

has been materially prejudiced by such failure or delay), the indemnifying party will be entitled to participate therein, and, to the

extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably

satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume

the defense thereof, the indemnified party shall have the right, but not the obligation, to participate in any such defense and to retain

its own counsel, but the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and

settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other

expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation,

supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may

be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel

to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more

indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall

have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced

by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred

in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim

effected without its consent (such consent not to be unreasonably withheld, conditioned or delayed). The indemnifying party shall lose

its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled

in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified

party (which consent shall not be unreasonably withheld, conditioned or delayed, it being understood that the indemnified party shall

not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

25

Section

5.5 Indemnification Priority.

The Corporation hereby acknowledges and agrees that any of the Persons entitled to indemnification and contribution pursuant to this

Section 5 (each, a “Corporation Indemnitee” and collectively, the “Corporation Indemnitees”)

may have certain rights to indemnification, advancement of expenses and/or insurance provided by other sources. The Corporation hereby

acknowledges and agrees (i) that it is the indemnitor of first resort (i.e., its obligations to a Corporation Indemnitee are primary

and any obligation of such other sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred

by such Corporation Indemnitee are secondary) and (ii) that it shall be required to advance the full amount of expenses incurred by a

Corporation Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement

to the extent legally permitted and as required by the terms of this Agreement without regard to any rights a Corporation Indemnitee

may have against such other sources. The Corporation further agrees that no advancement or payment by such other sources on behalf of

a Corporation Indemnitee with respect to any claim for which such Corporation Indemnitee has sought indemnification, advancement of expenses

or insurance from the Corporation shall affect the foregoing, and that such other sources shall have a right of contribution and/or be

subrogated to the extent of such advancement or payment to all of the rights of recovery of such Corporation Indemnitee against the Corporation.

Section

5.6 Survival. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation

made by or on behalf of the indemnified Person and will survive the transfer of the Registrable Securities and the termination of this

Agreement.

Section

5.7 Contribution. If recovery is not available or is insufficient under the foregoing indemnification provisions for any reason

or reasons other than as specified therein, then the indemnifying party shall contribute to the amount paid or payable by such indemnified

party with respect to any Losses (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and

indemnified party in connection with the actions that resulted in such Losses, as well as any other relevant equitable considerations,

or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect

not only the relative fault referred to in clause (i) but also the relative benefit of the Corporation, on the one hand, and such Stockholder,

on the other, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations.

The relative fault of a Person will be determined by reference to, among other things, the Persons’ relative knowledge and access

to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement

or omission, and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily

be equitable if the amount of such contribution were determined by pro rata or per capita allocation. Each Selling Stockholder’s

obligation to contribute pursuant to this Section 5.7 shall, to the extent more than one Person is subject to the same contribution

obligation, be apportioned between each Person based upon the net amount received by each Person from the sale of such Registrable Securities,

as compared to the total net amount received by all of the indemnifying Persons pursuant to such registration statement. No Person guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any

Person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Selling Stockholder or transferee

thereof shall be required to make a contribution in excess of the net amount received by such holder from its sale of Registrable Securities

in connection with the offering that gave rise to the contribution obligation.

26

Article

VI

MISCELLANEOUS

Section

6.1 Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient

if contained in a written instrument delivered in person or sent by electronic mail (delivery receipt requested) or nationally recognized

overnight courier, addressed to such party at the address or electronic mail address set forth below or such other address or electronic

mail address as may hereafter be designated in writing by such party to the other parties:

(a)

if

to the Corporation, to:

Healthy

Choice Wellness Corp.

3800

North 28th Way

Hollywood,

FL 33020

Attention:

John Ollet

E-mail:

[***]

with

a copy to:

Sidley

Austin LLP

1999

Avenue of the Stars, 17th Floor

Los

Angeles, CA 90067

Attention:

Natalie Karam; Nick DeAngelis

Email:

[***]

(b)

if

to the Stockholders, to their respective addresses set forth on Schedule I

Section

6.2 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision

shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application

thereof to any person or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable

and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose

of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other

Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability

affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section

6.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all

of which shall, taken together, be considered one and the same agreement, it being understood that both parties need not sign the same

counterpart. Facsimile, scanned or electronic counterpart signatures to this Agreement shall be binding and enforceable.

Section

6.4 Entire Agreement; No Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes

all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended

to confer upon any Person, other than the parties hereto (and their permitted successors and assigns), any rights or remedies hereunder,

except as provided in Article V, in each case which Persons are intended to benefit from, and to be entitled to enforce, Article

V, as applicable.

Section

6.5 Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and things

and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably

may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.

Section

6.6 Expenses. Except as provided herein, in the Company’s Second Amended and Restated LLC Agreement as in effect on the

date hereof or in the Merger Agreement, each party hereto shall be responsible for all fees and expenses incurred by such party in the

negotiation, preparation and implementation of this Agreement and the transactions contemplated hereby.

27

Section

6.7 Governing Law; Equitable Remedies. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS

OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF). The parties hereto agree that irreparable

damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms

or was otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other

equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the Selected

Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity. Any requirements

for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto. Each party further

agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific

performance, it will not assert the defense that a remedy at law would be adequate.

Section

6.8 Consent To Jurisdiction. With respect to any suit, action or proceeding (“Proceeding”) arising out of or

relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (a) submits to the

exclusive jurisdiction of the state courts or the federal courts of the United States of America located in the State of New York (the

“Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds

of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected

Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely

for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process

in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express

carrier or delivery service, to the Corporation or to the applicable party hereto at their respective addresses referred to in Section

6.1; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any

other manner permitted by law; and (c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND

COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN

WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER

ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY

COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL

BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE

TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

28

Section

6.9 Amendments; Waivers.

(a)

This Agreement may be amended, waived or supplemented with the written consent of the Corporation, the Investor Stockholders and each

of Hans Thomas, Harmol Samra and Alex Monje, or if the Investor Stockholders are not parties hereto, the holders of a majority in interest

of the Registrable Securities then outstanding.

(b)

No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any

single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section

6.10 Assignment. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties

hereto without the prior written consent of the other parties; provided, however, that each Investor Stockholder and each

of Hans Thomas, Harmol Samra and Alex Monje may, without the consent of the other parties, assign any of its or his rights and obligations

hereunder as Stockholder and Investor Stockholder, as applicable, and not in any other capacity upon any direct Transfer of Registrable

Securities to an Affiliate, so long as such Affiliate, if not already a party to this Agreement, executes and delivers to the Corporation

a joinder in the form attached hereto as Exhibit A. Subject to the preceding sentence, this Agreement will be binding upon, inure

to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section

6.11 Recapitalizations, Exchanges Affecting the Registrable Securities. The provisions of this Agreement shall apply, to the full

extent set forth herein, with respect to the Registrable Securities, to any and all shares of the Corporation or any successor or assign

of the Corporation (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for,

or in substitution of the Registrable Securities, by reason of a dividend of Common Stock, share subdivision or split, share issuance,

reverse share split, combination, recapitalization, reclassification, merger, consolidation or otherwise.

[Remainder

of page intentionally left blank]

29

IN

WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.

CORPORATION:

HEALTHY

CHOICE WELLNESS CORP.

By:

/s/ John Ollet

Name:

John Ollet

Title:

Chief Financial Officer

[Signature Page to Registration Rights Agreement]

INVESTOR STOCKHOLDERS:

GRAHAM MACRO STRATEGIC LTD.

By:

/s/ Jason Slutsky

Name:

Jason Slutsky

Title:

COO and General Counsel, Graham Capital Management, L.P., as investment advisor

GRAHAM CREDIT OPPORTUNITIES LTD.

By:

/s/ Jason Slutsky

Name:

Jason Slutsky

Title:

COO and General Counsel, Graham Capital Management, L.P., as investment advisor

[Signature Page to Registration Rights Agreement]

10X MASTER LLC

/s/ Hans Thomas

By:

Hans Thomas

Title:

Authorized Signatory

BDS Infrastructure LLC

/s/ Harmol Samra

By:

Harmol Samra

Title:

Authorized Signatory

Biscayne

Ventures LLC

/s/ Alexander Monje

By:

Alexander Monje

Title:

Authorized Signatory

[Signature Page to Registration Rights Agreement]

EX-10.2

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

REGISTRATION

RIGHTS AGREEMENT

This

Registration Rights Agreement (this “Agreement”) is made and entered into as of September 17, 2026, between

Healthy Choice Wellness Corp., a Delaware corporation (“Parent”), and each of the holders of Shares (as defined below)

who are signatories hereto or who become party hereto pursuant to Section 6(f) (each such holder, a “Holder” and,

collectively, the “Holders”).

This

Agreement is made pursuant to the Agreement and Plan of Merger, dated as of May 27, 2026, by and among Parent, Healthy Choice Wellness

II Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Host Digital Infrastructure

LLC, a Delaware limited liability company (the “Company”) (as amended, restated, supplemented or otherwise modified

from time to time, the “Merger Agreement”).

Parent

and each Holder hereby agrees as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Merger Agreement

shall have the meanings given such terms in the Merger Agreement. As used in this Agreement,

the following terms shall have the following meanings:

“Advice”

shall have the meaning set forth in Section 6(c).

“Common

Stock” means the Class A common stock of Parent, par value $0.001 per share.

“Effectiveness

Date” means, when Parent is notified by the Commission that one or more of the Registration Statements will not be reviewed

or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading

Day following the date on which Parent is so notified; provided, that if such Effectiveness Date falls on a day that is not a

Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.

“Effectiveness

Period” shall have the meaning set forth in Section 2(a).

“Filing

Date” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day following

the Closing Date. With respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c),

“Filing Date” means the earliest practical date on which Parent is permitted by SEC Guidance to file such additional Registration

Statement related to the Registrable Securities.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified

Party” shall have the meaning set forth in Section 5(c).

“Indemnifying

Party” shall have the meaning set forth in Section 5(c).

“Initial

Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Losses”

shall have the meaning set forth in Section 5(a).

“Plan

of Distribution” shall have the meaning set forth in Section 2(a).

“Pre-Funded

Warrants” means, collectively, the pre-funded Common Stock purchase warrants issued to the Holders as Merger Consideration

pursuant to the Merger Agreement, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full.

“Pre-Funded

Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of the Pre-Funded Warrants.

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information

previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the

Commission pursuant to 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 a 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, as of any date of determination, (a) the Shares and the Pre-Funded Warrant Shares, and (b) any securities

issued or then issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing;

provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and Parent shall not

be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long

as (a) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective by the Commission

under the Securities Act and such Registrable Securities have been sold, transferred, exchanged, or disposed of by the Holder in accordance

with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or

(c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant

to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the

affected Holders and any restrictive legend is removed to permit the delivery of the securities via the facilities of DTC (assuming that

such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities

were issued or are issuable, were at no time held by any Affiliate of Parent, as reasonably determined by Parent, upon the advice of

counsel to Parent).

“Registration

Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration

statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such

registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated

by reference or deemed to be incorporated by reference in any such registration statement.

“Rule

415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

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“Selling

Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

“SEC

Guidance” means (i) any publicly available written or oral guidance of the Commission staff, or any comments, requirements

or requests of the Commission staff and (ii) the Securities Act.

“Shares”

means 68,592 shares of Common Stock issuable upon conversion of 3,313 shares of the Company’s Series A convertible

preferred stock.

2. Registration.

(a) On

or prior to each Filing Date, Parent shall prepare and file with the Commission a Registration

Statement covering the resale of all of the Registrable Securities that are not then registered

on an effective Registration Statement for an offering to be made on a continuous basis pursuant

to Rule 415 (or any successor or similar provision adopted by the Commission then in effect).

Each Registration Statement filed hereunder shall be on Form S-3 or such other appropriate

form of registration statement as is then available to effect a registration of Registrable

Securities and shall contain a Prospectus in such form as to permit the Holders to sell such

Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or

similar provision adopted by the SEC then in effect) beginning on the effective date for

such Registration Statement. Each Registration Statement shall contain substantially the

“Plan of Distribution” and “Selling Stockholder” sections

attached hereto as Annex A and Annex B, respectively; provided, however,

that no Holder shall be required to be named as an “underwriter” without such

Holder’s express prior written consent. Subject to the terms of this Agreement, Parent

shall use its best efforts to cause a Registration Statement filed under this Agreement (including,

without limitation, under Section 3(c)) to be declared effective under the Securities Act

as promptly as possible after the filing thereof, but in any event no later than the applicable

Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously

effective under the Securities Act, 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 Holders until the date that all Registrable Securities covered by such Registration

Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without

volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for

Parent to be in compliance with the current public information requirement under Rule 144,

as determined by the counsel to Parent pursuant to a written opinion letter to such effect,

addressed and acceptable to the Transfer Agent and the affected Holders and any restrictive

legend is removed to permit the delivery of the securities via the facilities of DTC (the

“Effectiveness Period”). Parent shall telephonically request effectiveness

of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. Parent

shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration

Statement on the same Trading Day that Parent telephonically confirms effectiveness with

the Commission, which shall be the date requested for effectiveness of such Registration

Statement. Parent shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective

date of such Registration Statement, file a final Prospectus with the Commission as required

by Rule 424. When effective, a Registration Statement filed pursuant to this Section 2(a)

(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 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 case

of any Prospectus or supplement thereto, in light of the circumstances under which they were

made) not misleading.

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(b) Notwithstanding

the registration obligations set forth in Section 2(a), if the Commission informs Parent

that all of the Registrable Securities cannot, as a result of the application of Rule 415,

be registered for resale as a secondary offering on a single registration statement, Parent

agrees to promptly inform each of the Holders thereof and use its commercially reasonable

efforts to file amendments to the Initial Registration Statement as required by the Commission,

covering the maximum number of Registrable Securities permitted to be registered by the Commission,

on Form S-3 or such other form available to register for resale the Registrable Securities

as a secondary offering.

(c) Notwithstanding

any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a

limitation on the number of Registrable Securities permitted to be registered on a particular

Registration Statement as a secondary offering, unless otherwise directed in writing by a

Holder as to its Registrable Securities, the number of Registrable Securities to be registered

on such Registration Statement will be reduced as follows:

(i) First,

Parent shall reduce or eliminate any securities to be included other than Registrable Securities;

and

(ii) Second,

Parent shall reduce Registrable Securities represented by Shares, the Pre-Funded Warrants

and the Pre-Funded Warrant Shares (applied, in the case that some Shares, Pre-Funded Warrants

and/or Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based

on the total number of unregistered Shares, Pre-Funded Warrants and/or Pre-Funded Warrant

Shares held by such Holders).

In

the event of a cutback hereunder, Parent shall give the Holder at least five (5) Trading Days prior written notice along with the calculations

as to such Holder’s allotment. In the event Parent amends the Initial Registration Statement in accordance with the foregoing,

Parent will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to Parent

or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register

for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.

(d) Notwithstanding

anything to the contrary contained herein, in no event shall Parent be permitted to name

any Holder or affiliate of a Holder as an Underwriter without the prior written consent of

such Holder.

(e) Notwithstanding

anything to the contrary contained herein, if due to the occurrence or existence of any pending

development or fact with respect to Parent that Parent believes may be material and that,

in the determination of Parent, makes it not in the best interest of Parent to file a Registration

Statement or Prospectus, and/or obtain the effectiveness of a Registration Statement, Parent

may delay the filing and/or effectiveness of a Registration Statement or Prospectus beyond

the Filing Date. Parent will use its best efforts to resolve such delay as promptly as is

practicable. Parent shall be entitled to exercise its right under this Section 2(e) to delay

for a period not to exceed 30 consecutive calendar days or for a total of 60 calendar days

(which need not be consecutive days) in any 12-month period; provided, that during the calendar

year 2026, any such tolling shall not exceed 14 days in the aggregate.

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3. Registration

Procedures. In connection with Parent’s registration obligations hereunder, Parent

shall:

(a) Not

less than three (3) Trading Days prior to the filing of each Registration Statement and not

less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment

or supplement thereto (including any document that would be incorporated or deemed to be

incorporated therein by reference), Parent shall (i) furnish to each Holder copies of all

such documents proposed to be filed, which documents (other than those incorporated or deemed

to be incorporated by reference) will be subject to the review but not the express approval

of such Holders other than as set forth in the remainder of this subsection as to inquiries

and objections, and (ii) cause its officers and directors, counsel and independent registered

public accountants to respond to such inquiries as shall be necessary, in the reasonable

opinion of respective counsel to each Holder, to conduct a reasonable investigation within

the meaning of the Securities Act. Parent shall not file a Registration Statement or any

such Prospectus or any amendments or supplements thereto to which the Holders of a majority

of the Registrable Securities shall reasonably object in good faith, provided that, Parent

is notified of such objection in writing no later than three (3) Trading Days after the Holders

have been so furnished copies of a Registration Statement or one (1) Trading Day after the

Holders have been so furnished copies of any related Prospectus or amendments or supplements

thereto, which objection will toll any applicable deadline required by this Agreement. Each

Holder agrees to furnish to Parent a completed questionnaire in the form attached to this

Agreement as Annex C (a “Selling Stockholder Questionnaire”) on

a date that is not less than one (1) Trading Days prior to the Filing Date or by the end

of the second (2nd) Trading Day following the date on which such Holder receives draft materials

in accordance with this Section.

(b) (i)

Prepare and file with the Commission such amendments, including post-effective amendments,

to a Registration Statement and the Prospectus used in connection therewith as may be necessary

to keep a Registration Statement continuously effective as to the applicable Registrable

Securities for the Effectiveness Period and 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, (ii) cause the related Prospectus to be amended or supplemented by

any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented

or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible

to any comments received from the Commission with respect to a Registration Statement or

any amendment thereto and provide as promptly as reasonably possible to the Holders true

and complete copies of all correspondence from and to the Commission relating to a Registration

Statement (provided that, Parent shall excise any information contained therein which would

constitute material non-public information regarding Parent or any of its Subsidiaries),

and (iv) comply in all material respects with the applicable provisions of the Securities

Act and the Exchange Act with respect to the disposition of all Registrable Securities covered

by a Registration Statement during the applicable period in accordance (subject to the terms

of this Agreement) with the intended methods of disposition by the Holders thereof set forth

in such Registration Statement as so amended or in such Prospectus as so supplemented.

(c) If

during the Effectiveness Period, the number of Registrable Securities at any time exceeds

100% of the number of shares of Common Stock then registered in a Registration Statement,

then Parent shall file as soon as reasonably practicable, but in any case prior to the applicable

Filing Date, an additional Registration Statement covering the resale by the Holders of not

less than the number of such Registrable Securities.

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(d) Notify

the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses

(iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus

until the requisite changes have been made) as promptly as reasonably possible (and, in the

case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested

by any such Person) confirm such notice in writing no later than one (1) Trading Day following

the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment

to a Registration Statement is proposed to be filed, (B) when the Commission notifies Parent

whether there will be a “review” of such Registration Statement and whenever

the Commission comments in writing on such Registration Statement, and (C) with respect to

a Registration Statement or any post-effective amendment, when the same has become effective,

(ii) of any request by the Commission or any other federal or state governmental authority

for amendments or supplements to a Registration Statement or Prospectus or for additional

information, (iii) of the issuance by the Commission or any other federal or state governmental

authority of any stop order suspending the effectiveness of a Registration Statement covering

any or all of the Registrable Securities or the initiation of any Proceedings for that purpose,

(iv) of the receipt by Parent 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, (v) of the occurrence

of any event or passage of time that makes the financial statements included in a Registration

Statement ineligible for inclusion therein or any statement made in a 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 a Registration Statement,

Prospectus or other documents so that, in the case of a 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 case of any Prospectus or supplement thereto, in the light of the circumstances

under which they were made) not misleading, and (vi) of the occurrence or existence of any

pending corporate development with respect to Parent that Parent believes may be material

and that, in the determination of Parent, makes it not in the best interest of Parent to

allow continued availability of a Registration Statement or Prospectus; provided,

however, that in no event shall any such notice contain any information which would

constitute material, non-public information regarding Parent or any of its Subsidiaries and

Parent agrees that the Holders shall not have any duty of confidentiality to Parent or any

of its Subsidiaries and shall not have any duty to Parent or any of its Subsidiaries not

to trade on the basis of such information.

(e) Use

its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any

order stopping or 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, at the earliest practicable moment.

(f) Furnish

to each Holder, without charge, at least one conformed copy of each such Registration Statement

and each amendment thereto, including financial statements and schedules, all documents incorporated

or deemed to be incorporated therein by reference to the extent requested by such Person,

and all exhibits to the extent requested by such Person (including those previously furnished

or incorporated by reference) promptly after the filing of such documents with the Commission,

provided that any such item which is available on the EDGAR system (or successor thereto)

need not be furnished in physical form.

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(g) Subject

to the terms of this Agreement, Parent hereby consents to the use of such Prospectus and

each amendment or supplement thereto by each of the selling Holders in connection with the

offering and sale of the Registrable Securities covered by such Prospectus and any amendment

or supplement thereto, except after the giving of any notice pursuant to Section 3(d).Parent

shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable

Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to

FINRA Rule 5110, as requested by any such Holder, and Parent shall pay the filing fee required

by such filing within two (2) Business Days of receipt of a request therefor.

(h) Prior

to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts

to register or qualify or cooperate with the selling Holders in connection with the registration

or qualification (or exemption from the registration or qualification) of such Registrable

Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions

within the United States as any Holder reasonably requests in writing, to keep each registration

or qualification (or exemption therefrom) effective during the Effectiveness Period and to

do any and all other acts or things reasonably necessary to enable the disposition in such

jurisdictions of the Registrable Securities covered by each Registration Statement, provided

that Parent shall not be required to qualify generally to do business in any jurisdiction

where it is not then so qualified, subject Parent to any material tax in any such jurisdiction

where it is not then so subject or file a general consent to service of process in any such

jurisdiction.

(i) If

requested by a Holder, cooperate with such Holder to facilitate the timely preparation and

delivery of certificates or book entry notification representing Registrable Securities to

be delivered to a transferee pursuant to a Registration Statement, which certificates or

book entry notification shall be free, to the extent permitted by the Merger Agreement, of

all restrictive legends, and to enable such Registrable Securities to be in such denominations

and registered in such names as any such Holder may request.

(j) Upon

the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible

under the circumstances taking into account Parent’s good faith assessment of any adverse

consequences to Parent and its stockholders of the premature disclosure of such event, prepare

a supplement or amendment, including a post-effective amendment, to a 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,

neither a Registration Statement nor such 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 case of any Prospectus or supplement thereto, in light

of the circumstances under which they were made) not misleading. If Parent notifies the Holders

in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of

any Prospectus until the requisite changes to such Prospectus have been made, then the Holders

shall suspend use of such Prospectus. Parent will use its best efforts to ensure that the

use of the Prospectus may be resumed as promptly as is practicable. Parent shall be entitled

to exercise its right under this Section 3(k) to suspend the availability of a Registration

Statement and Prospectus for a period not to exceed 30 consecutive calendar days or for a

total of 60 calendar days (which need not be consecutive days) in any 12-month period, provided,

that during the 2026 calendar year, Parent shall not suspend the availability of a Registration

Statement and Prospectus for a total of more than 14 calendar days.

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(k) Otherwise

use commercially reasonable efforts to comply with all applicable rules and regulations of

the Commission under the Securities Act and the Exchange Act, including, without limitation,

Rule 172 under the Securities Act, file any final Prospectus, including any supplement or

amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly

inform the Holders in writing if, at any time during the Effectiveness Period, Parent does

not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are

required to deliver a Prospectus in connection with any disposition of Registrable Securities

and take such other actions as may be reasonably necessary to facilitate the registration

of the Registrable Securities hereunder.

(l) Parent

shall use its reasonable best efforts to maintain eligibility for use of Form S-3 (or any

successor form thereto) for the registration of the resale of the Registrable Securities.

(m) Parent

may require each selling Holder to furnish to Parent a certified statement as to the number

of shares of Common Stock beneficially owned by such Holder and, if required by the Commission,

the natural persons thereof that have voting and dispositive control over the shares.

4. Registration

Expenses. All fees and expenses incident to the performance of or compliance with this

Agreement by Parent shall be borne by Parent whether or not any Registrable Securities are

sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing

sentence shall include, without limitation, (i) all registration and filing fees (including,

without limitation, fees and expenses of Parent’s counsel and independent registered

public accountants) (A) with respect to filings made with the Commission, (B) with respect

to filings required to be made with any Trading Market on which the shares of Common Stock

are then listed for trading, and (C) in compliance with applicable state securities or Blue

Sky laws reasonably agreed to by Parent in writing (including, without limitation, fees and

disbursements of counsel for Parent in connection with Blue Sky qualifications or exemptions

of the Registrable Securities), and (D) if not previously paid by Parent with respect to

any filing that may be required to be made by any broker through which a Holder intends to

make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the

broker is receiving no more than a customary brokerage commission in connection with such

sale, (ii) printing expenses (including, without limitation, expenses of printing certificates

for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees

and disbursements of counsel for Parent, (v) Securities Act liability insurance, if Parent

so desires such insurance, and (vi) fees and expenses of all other Persons retained by Parent

in connection with the consummation of the transactions contemplated by this Agreement. In

addition, Parent shall be responsible for all of its internal expenses incurred in connection

with the consummation of the transactions contemplated by this Agreement (including, without

limitation, all salaries and expenses of its 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 any securities exchange as required hereunder.

Parent shall also be responsible for all reasonable and documented legal fees and disbursements

of one counsel incurred by the Holders in connection with the consummation of the transactions

contemplated by this Agreement (which counsel shall be selected by the Holders of a majority

of the Registrable Securities in the applicable Registration Statement and identified in

writing to Parent following such selection). In no event shall Parent be responsible for

any broker or similar commissions of any Holder.

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5. Indemnification.

(a) Indemnification

by Parent. Parent shall, notwithstanding any termination of this Agreement, indemnify

and hold harmless each Holder, the officers, directors, members, partners, agents, brokers

(including brokers who offer and sell Registrable Securities as principal as a result of

a pledge or any failure to perform under a margin call), advisors and employees (and any

other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding

a lack of such title or any other title) of each of them, each Person who controls any such

Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act) and the officers, directors, members, stockholders, partners, agents and employees (and

any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding

a lack of such title or any other title) of each such controlling Person, to the fullest

extent permitted by applicable law, from and against any and all losses, claims, damages,

liabilities, costs (including, without limitation, reasonable attorneys’ fees), expenses,

judgments, fines, penalties, charges, and amounts paid in settlement (collectively, “Losses”),

as incurred in investigating, preparing or defending against any litigation, commence or

threatened, or any claim, arising out of or relating to (1) any untrue or alleged untrue

statement of a material fact contained in a Registration Statement, any Prospectus or any

form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,

or arising out of or relating to any omission or alleged omission of a material fact required

to be stated therein or necessary to make the statements therein (in the case of any Prospectus

or supplement thereto, in light of the circumstances under which they were made) not misleading

or (2) any violation or alleged violation by Parent of the Securities Act, the Exchange Act

or any state securities law, or any rule or regulation thereunder, in connection with the

performance of its obligations under this Agreement, except to the extent, but only to the

extent, that (i) such untrue statements or omissions are based solely upon information regarding

such Holder furnished in writing to Parent by such Holder expressly for use therein, or to

the extent that such information relates to such Holder and was reviewed and expressly approved

in writing by such Holder expressly for use in a Registration Statement, such Prospectus

or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event

of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective

or otherwise unavailable Prospectus after Parent has notified such Holder in writing that

the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and

prior to the receipt by such Holder of the Advice contemplated in Section 6(c). Parent shall

notify the Holders promptly of the institution, threat or assertion of any Proceeding arising

from or in connection with the transactions contemplated by this Agreement of which Parent

is aware. Such indemnity shall remain in full force and effect regardless of any investigation

made by or on behalf of such indemnified person and shall survive the transfer of any Registrable

Securities by any of the Holders in accordance with Section 6(f).

(b) Indemnification

by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless

Parent, its directors, officers, agents and employees, each Person who controls Parent (within

the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and

the directors, officers, agents or employees of such controlling Persons, to the fullest

extent permitted by applicable law, from and against all Losses, as incurred, to the extent

arising out of or based solely upon: any untrue or alleged untrue statement of a material

fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement

thereto or in any preliminary prospectus, or arising out of or relating to any omission or

alleged omission of a material fact required to be stated therein or necessary to make the

statements therein (in the case of any Prospectus or supplement thereto, in the light of

the circumstances under which they were made) not misleading (i) to the extent, but only

to the extent, that such untrue statement or omission is contained in any information so

furnished in writing by such Holder to Parent expressly for inclusion in such Registration

Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information

is contained in such Holder’s Selling Stockholder Questionnaire and was reviewed and

expressly approved in writing by such Holder expressly for use in a Registration Statement,

such Prospectus or in any amendment or supplement thereto. In no event shall the liability

of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all

expenses paid by such Holder in connection with any claim relating to this Section 5 and

the amount of any damages such Holder has otherwise been required to pay by reason of such

untrue statement or omission) received by such Holder upon the sale of the Registrable Securities

included in the Registration Statement giving rise to such indemnification obligation.

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(c) Conduct

of Indemnification Proceedings. If any Proceeding shall be brought or asserted against

any Person entitled to indemnity hereunder (an “Indemnified Party”), such

Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying

Party”) in writing, and the Indemnifying Party shall have the right to assume the

defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified

Party and the payment of all fees and expenses incurred in connection with defense thereof,

provided that the failure of any Indemnified Party to give such notice shall not relieve

the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except

(and only) to the extent that it shall be finally determined by a court of competent jurisdiction

(which determination is not subject to appeal or further review) that such failure shall

have materially and adversely prejudiced the Indemnifying Party.

An

Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but

the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party

has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such

Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to

any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to

the Indemnified Party shall reasonably believe that an actual conflict of interest is likely to exist if the same counsel were to represent

such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing

that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to

assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying

Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which

consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified

Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes

an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject

to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to

the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)

shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party,

provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable

to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not

subject to appeal or further review) not to be entitled to indemnification hereunder.

(d) Contribution.

If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party

or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying

Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion

as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified

Party in connection with the actions, statements or omissions that resulted in such Losses

as well as any other relevant equitable considerations. The relative fault of such Indemnifying

Party and Indemnified Party shall be determined by reference to, among other things, whether

any action in question, including any untrue or alleged untrue statement of a material fact

or omission or alleged omission of a material fact, has been taken or made by, or relates

to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such

action, statement or omission. The amount paid or payable by a party as a result of any Losses

shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable

attorneys’ or other fees or expenses incurred by such party in connection with any

Proceeding to the extent such party would have been indemnified for such fees or expenses

if the indemnification provided for in this Section was available to such party in accordance

with its terms.

10

The

parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata

allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately

preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the

dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the

amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission

or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

The

indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have

to the Indemnified Parties.

6. Miscellaneous.

(a) Remedies.

Failure of any party to exercise any right or remedy under this Agreement or otherwise, or

delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

In the event of a breach by Parent or by a Holder of any of their respective obligations

under this Agreement, each Holder or Parent, as the case may be, in addition to being entitled

to exercise all rights granted by law and under this Agreement, including recovery of damages,

shall be entitled to specific performance of its rights under this Agreement (without the

necessity of showing economic loss and without any bond or other security being required).

Each of Parent and each Holder 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 hereby further agrees that, in the event of any action for specific performance in respect

of such breach, it shall not assert or shall waive the defense that a remedy at law would

be adequate.

(b) Discontinued

Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon

receipt of a notice from Parent of the occurrence of any event of the kind described in Section

3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable

Securities under a Registration Statement until it is advised in writing (the “Advice”)

by Parent that the use of the applicable Prospectus (as it may have been supplemented or

amended) may be resumed. Parent will use its best efforts to ensure that the use of the Prospectus

may be resumed as promptly as is practicable.

(c) Amendments

and Waivers. The provisions of this Agreement, including the provisions of this sentence,

may not be amended, modified or supplemented, and waivers or consents to departures from

the provisions hereof may not be given, unless the same shall be in writing and signed by

Parent and the Holders of 50.1% or more of the then outstanding Registrable Securities (for

purposes of clarification, this includes any Registrable Securities issuable upon exercise

or conversion of any security); provided that, if any amendment, modification or waiver

disproportionately and adversely impacts a Holder (or group of Holders), the prior written

consent of such disproportionately impacted Holder (or group of Holders) shall be required.

If a Registration Statement does not register all of the Registrable Securities pursuant

to a waiver or amendment done in compliance with the previous sentence, then the number of

Registrable Securities to be registered for each Holder shall be reduced pro rata among all

Holders and each Holder shall have the right to designate which of its Registrable Securities

shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver

or consent to depart from the provisions hereof with respect to a matter that relates exclusively

to the rights of a Holder or some Holders and that does not directly or indirectly affect

the rights of other Holders may be given only by such Holder or Holders of all of the Registrable

Securities to which such waiver or consent relates; provided, however, that

the provisions of this sentence may not be amended, modified, or supplemented except in accordance

with the provisions of the first sentence of this Section 6(e). No consideration shall be

offered or paid to any Person to amend or consent to a waiver or modification of any provision

of this Agreement unless the same consideration also is offered to all of the parties to

this Agreement.

11

(d) Notices.

Any and all notices or other communications or deliveries required or permitted to be provided

hereunder shall be delivered as set forth in the Merger Agreement.

(e) Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors

and permitted assigns of each of the parties and shall inure to the benefit of each Holder.

Parent may not assign (except by merger, subject to any successor entity assuming in writing

all of the obligations of Parent under this Agreement) its rights or obligations hereunder

without the prior written consent of all of the Holders of the then outstanding Registrable

Securities. Each Holder may assign their respective rights hereunder in the manner and to

the Persons as permitted under the Merger Agreement.

(f) No

Inconsistent Agreements. Neither Parent nor any of its Subsidiaries has entered, as of

the date hereof, nor shall Parent or any of its Subsidiaries, on or after the date of this

Agreement, enter into any agreement with respect to its securities, that would have the effect

of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with

the provisions hereof. Neither Parent nor any of its Subsidiaries has previously entered

into any agreement granting any registration rights with respect to any of its securities

to any Person that have not been satisfied in full.

(g) Execution

and Counterparts. This Agreement may be executed in two or more counterparts, all of

which when taken together shall be considered one and the same agreement and shall become

effective when counterparts have been signed by each party and delivered to the other party,

it being understood that both parties need not sign the same counterpart. In the event that

any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”

format data file or Docusign, such signature shall create a valid and binding obligation

of the party executing (or on whose behalf such signature is executed) with the same force

and effect as if such facsimile or “.pdf” or Docusign signature page were an

original thereof.

(h) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation

of this Agreement shall be determined in accordance with the provisions of the Merger Agreement.

(i) Cumulative

Remedies. The remedies provided herein are cumulative and not exclusive of any other

remedies provided by law.

12

(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 hereto shall use their commercially

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 without including any

of such that may be hereafter declared invalid, illegal, void or unenforceable.

(k) Headings.

The headings in this Agreement are for convenience only, do not constitute a part of the

Agreement and shall not be deemed to limit or affect any of the provisions hereof

(l) .Independent

Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder

are several and not joint with the obligations of any other Holder hereunder, and no Holder

shall be responsible in any way for the performance of the obligations of any other Holder

hereunder. Nothing contained herein or in any other agreement or document delivered at any

closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to

constitute the Holders as a partnership, an association, a joint venture or any other kind

of group or entity, or create a presumption that the Holders are in any way acting in concert

or as a group or entity with respect to such obligations or the transactions contemplated

by this Agreement or any other matters, and Parent acknowledges that the Holders are not

acting in concert or as a group, and Parent shall not assert any such claim, with respect

to such obligations or transactions. Each Holder shall be entitled to protect and enforce

its rights, including without limitation the rights arising out of this Agreement, and it

shall not be necessary for any other Holder to be joined as an additional party in any proceeding

for such purpose. The use of a single agreement with respect to the obligations of Parent

contained was solely in the control of Parent, not the action or decision of any Holder,

and was done solely for the convenience of Parent and not because it was required or requested

to do so by any Holder. It is expressly understood and agreed that each provision contained

in this Agreement is between Parent and a Holder, solely, and not between Parent and the

Holders collectively and not between and among Holders.

(m) Further

Acts. Each party shall do and perform, or cause to be done and performed, all such further

acts and things, and shall execute and deliver all such other agreements, certificates, instruments

and documents as any other party may reasonably request in order to carry out the intent

and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

********************

[Signature

Pages Follow]

13

IN

WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

Healthy

Choice Wellness Corp.

By:

/s/

John Ollet

Name:

John

Ollet

Title:

Chief

Financial Officer

[SIGNATURE

PAGES OF HOLDERS FOLLOWS]

14

[SIGNATURE

PAGE OF HOLDERS TO RRA]

Anson

Investments Master Fund LP

By:

/s/

Amin Nathoo

Name:

Amin

Nathoo

Title:

Director

of Anson Advisors, Inc.,

co

investment advisor of the Purchase

Anson

East Master Fund LP

By:

/s/

Amin Nathoo

Name:

Amin

Nathoo

Title:

Director

of Anson Advisors, Inc.,

co

investment advisor of the Purchase

[SIGNATURE

PAGES CONTINUE]

15

[SIGNATURE

PAGE OF HOLDERS TO RRA]

2021

Mintz Family Trust, a trust formed

under

the laws of the State of Florida

By:

/s/

Allison Mintz

Name:

Allison

Mintz

Title:

Trustee

/s/

Allison Mintz

Allison

Mintz

/s/

Hal Mintz

Hal

Mintz

16

Annex

A

Plan

of Distribution

See

attached.

17

PLAN

OF DISTRIBUTION

Each

of the selling stockholders identified herein of the Securities and any of their pledgees, donees, transferees, assignees, and other

successors-in-interest (the “Selling Stockholders”) may, from time to time, sell any or all of their securities covered hereby

on the principal trading market or any other stock exchange, market or trading facility on which the Securities are traded or in private

transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders will act independently of us in making decisions

with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter

market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated

transactions. The Selling Stockholders reserve the right to accept and, together with their respective agents, to reject, any proposed

purchase of securities to be made directly or through agents. The Selling Stockholders and any permitted transferees may sell their securities

offered by this prospectus on any stock exchange, market or trading facility on which the securities are traded or in private transactions.

A Selling Stockholder may use any one or more of the following methods when selling securities:

●

through

brokers or dealers (who may act as agent or principal and who may receive compensation in the form of discounts, concessions or commissions

from such Selling Stockholder, the purchaser or such other persons who may be effecting such sales, which discounts, concessions

or commissions as to any particular broker or dealer may be in excess of those customary to the types of transactions involved) for

resale to the public or to institutional investors at various times;

●

through

negotiated transactions, including, but not limited to, block trades in which the broker or dealer so engaged will attempt to sell

the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●

through

purchases by a broker or dealer as principal and resale by that broker or dealer for its account;

●

on

any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale at market prices

prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices;

●

in

privately negotiated transactions other than exchange or quotation service transactions;

●

short

sales, purchases or sales of put, call or other types of options, forward delivery contracts, swaps, offerings of structured equity-linked

securities or other derivative transactions or securities;

18

●

hedging

transactions, including, but not limited to:

●

transactions

with a broker-dealer or its affiliate, whereby the broker-dealer or its affiliate will engage in short sales of shares and may use

shares held by such selling stockholder to close out its short position;

●

options

or other types of transactions that require the delivery of shares to a broker-dealer or an affiliate thereof, who will then resell

or transfer the shares; or

●

loans

or pledges of shares to a broker-dealer or an affiliate, who may sell the loaned shares or, in an event of default in the case of

a pledge, sell the pledged shares;

●

through

offerings of securities exercisable, convertible or exchangeable for shares, including, without limitation, securities issued by

trusts, investment companies or other entities;

●

offerings

directly to one or more purchasers, including institutional investors;

●

through

ordinary brokerage transactions and transactions in which a broker solicits purchasers;

●

through

distribution to the security holders of the Selling Stockholder;

●

by

pledge to secure debts and other obligations;

●

through

a combination of any such methods of sale; or

●

through

any other method permitted under applicable law.

The

Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available,

rather than under this prospectus.

There

can be no assurance that any Selling Stockholder will sell any or all of the shares of Common Stock registered pursuant to the registration

statement of which this prospectus form a part.

In

addition, a Selling Stockholder that is an entity may elect to make an in-kind distribution of securities to its members, partners or

stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution.

Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration

statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus

supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.

The

Selling Stockholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest

will be the selling beneficial owners for purposes of this prospectus. Upon being notified by the Selling Stockholders that a donee,

pledgee, transferee, other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a supplement

to this prospectus to name specifically such person as a Selling Securityholder.

19

Broker-dealers

engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions

or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)

in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in

excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or

markdown in compliance with FINRA Rule 2121.

In

connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers

or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they

assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan

or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option

or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the

delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer

or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The

Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”

within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers

or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts

under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,

directly or indirectly, with any person to distribute the securities.

We

are required to pay certain fees and expenses incurred by the Company incident to the registration of the Securities. The Company has

agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the

Securities Act. The Company shall not be responsible for any of the Selling Stockholders’ selling costs incurred pursuant to any

available method provided hereunder for selling securities.

We

are obligated to maintain the effectiveness of this registration statement until all of the Shares and Pre-Funded Warrant Shares registered

pursuant to it (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions

pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement

under Rule 144. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable

state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered

or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is

complied with.

Under

applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously

engage in market making activities with respect to the shares of Common Stock for the applicable restricted period, as defined in Regulation

M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the

Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the

shares of Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling

Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the

sale (including by compliance with Rule 172 under the Securities Act).

20

EX-10.3

EX-10.3

Filename: ex10-3.htm · Sequence: 5

Exhibit

10.3

HOST

DIGITAL INC.

FORM

OF INDEMNIFICATION AGREEMENT

This

Indemnification Agreement (this “Agreement”) is dated as of September 17, 2026 and is between Host Digital

Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

WHEREAS,

Indemnitee’s service to the Company substantially benefits the Company;

WHEREAS,

individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with

adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service;

WHEREAS,

the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified

individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving

the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread

practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions

and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors,

officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming

litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise

itself. The bylaws and certificate of incorporation of the Company require indemnification of the officers and directors of the Company.

Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”).

The bylaws and certificate of incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are

not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and

other persons with respect to indemnification;

WHEREAS,

Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance

as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection;

WHEREAS,

in order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company

to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law; and

WHEREAS,

this Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation

and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this

Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder. However, to the extent that the provisions of

this Agreement confer on Indemnitee broader rights to indemnification and advancement of Expenses (as defined below) than are provided

for in the Company’s certificate of incorporation or bylaws, the provisions of this Agreement shall control.

NOW,

THEREFORE, the Company and Indemnitee do hereby agree as follows:

1. Definitions.

(a) “Corporate

Status” describes the status of a person who is or was a director, trustee,

general partner, managing member, officer, employee, agent or fiduciary of the Company or

any other Enterprise.

(b) “Enterprise”

means the Company and any other corporation, partnership, limited liability company, joint

venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving

at the request of the Company as a director, trustee, general partner, managing member, officer,

employee, agent or fiduciary.

(c) “Change

in Control” means a transaction other than a bona fide equity financing or

series of financings in which any “person” or “group” (within the

meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the

“beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act

of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock

then outstanding of the Company ordinarily entitled to vote in the election of directors,

empowering such “person” or “group” to elect a majority of the Board

of Directors of the Company, who did not have such power before such transaction.

(d) “Expenses”

include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees

and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding

costs, telephone charges, postage, delivery service fees, and all other disbursements or

expenses of the types customarily incurred in connection with prosecuting, defending, preparing

to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise

participating in, a Proceeding. Expenses also include: (i) Expenses incurred in connection

with any appeal resulting from any Proceeding, including without limitation the premium,

security for, and other costs relating to any cost bond, supersedeas bond or other appeal

bond or their equivalent, and (ii) for purposes of Section 11(c) of this Agreement,

Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense

of Indemnitee’s rights under this Agreement or under any directors’ and officers’

liability insurance policies maintained by the Company. Expenses, however, shall not include

amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(e) “Independent

Counsel” means a law firm, or a partner (or, if applicable, member) of such

a law firm, selected by Indemnitee that is experienced in matters of corporation law and

neither presently is, nor in the past five years has been, retained to represent: (i) the

Company or Indemnitee in any matter material to either such party (other than with respect

to indemnification matters), or (ii) any other party to the Proceeding giving rise to a claim

for indemnification hereunder. Notwithstanding the foregoing, the term “Independent

Counsel” shall not include any person who, under the applicable standards of professional

conduct then prevailing, would have a conflict of interest in representing either the Company

or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The

Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred

to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities

and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f) “Proceeding”

means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution

mechanism, formal or informal government or self-regulatory agency investigation or inquiry,

administrative hearing or any other actual, threatened or completed proceeding, whether brought

in the right of the Company or otherwise and whether of a civil, criminal, administrative

or investigative nature, in which Indemnitee was, is or is threatened to be involved as a

party or otherwise by reason of the Indemnitee’s Corporate Status, by reason of any

action taken, or failure to act, by Indemnitee or of any action taken, or failure to take

action, on the Indemnitee’s part while acting as director or officer of the Company,

or by reason the Indemnitee’s Corporate Status, in each case whether or not serving

in such capacity at the time any liability or Expense is incurred for which indemnification,

reimbursement, or any advance of Expenses can be provided under this Agreement; provided,

however, that the term “Proceeding” shall not include any action, suit

or arbitration initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement.

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 2

2. Indemnity

in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section

2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in

the right of the Company to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified to

the fullest extent permitted by applicable law against all Expenses, judgments, penalties, fines and amounts paid in settlement

actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or

matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best

interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her

conduct was unlawful.

(a) Reference

to “other enterprises” shall include employee benefit plans; references to “fines”

shall include any excise taxes assessed on a person with respect to any employee benefit

plan; references to “serving at the request of the Company” shall include any

service as a director, officer, employee or agent of the Company which imposes duties on,

or involves services by, such director, officer, employee or agent with respect to an employee

benefit plan, its participants or beneficiaries; and a person who acted in good faith and

in a manner he or she reasonably believed to be in the best interests of the participants

and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not

opposed to the best interests of the Company” as referred to in this Agreement.

3. Indemnity

in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of

this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right

of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest

extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf

in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee

reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under

this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent

jurisdiction to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the

Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances

of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery or such

other court shall deem proper.

4.

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To the extent that Indemnitee is a party to or

a participant in and is successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the

Company shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses actually and reasonably incurred by Indemnitee

or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful,

on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify

Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each

successfully resolved claim, issue or matter. For purposes of this Section 4, the term “successful” shall include,

but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of such Proceeding without any express

finding of liability or guilt against Indemnitee, (ii) the expiration of 120 days after the making of such Proceeding without the institution

of the same and without any promise or payment made to induce a settlement, or (iii) the settlement of such Proceeding pursuant to which

the Indemnitee pays less than $50,000 irrespective of whether other parties make payments which may be deemed to be on behalf

of Indemnitee.

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 3

5. Indemnification

for Expenses of a Witness. To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding

to which Indemnitee is not a party, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses

actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

6. Exclusions.

Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection

with any Proceeding (or any part of any Proceeding):

(a) for

which payment has actually been made to or on behalf of Indemnitee under any statute, insurance

policy, indemnity provision, vote or otherwise, except with respect to (i) any excess beyond

the amount paid under any insurance policy or other indemnity provision or (ii) with respect

to any insurance policy to the extent paid for the by the Indemnitee, any increase in premiums

resulting from the amount paid under such policy;

(b) for

an accounting, disgorgement or return of profits made from the purchase and sale (or sale

and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b)

of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state

or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant

to any settlement arrangements);

(c) for

any claim, issue or matter initiated or brought by Indemnitee, except (i) with respect to

counterclaims or affirmative defenses or to actions or proceedings brought to establish or

enforce a right to receive Expenses or indemnification under this Agreement or any other

agreement or insurance policy or under the certificate of incorporation or bylaws of the

Company now or hereafter in effect relating to indemnification or (ii) if the Board has approved

the initiation or bringing of such claim;

(d) for

any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based

compensation or of any profits realized by Indemnitee from the sale of securities of the

Company, as required in each case under the Securities Exchange Act of 1934, as amended (including

any such reimbursements that arise from an accounting restatement of the Company pursuant

to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”),

or the payment to the Company of profits arising from the purchase and sale by Indemnitee

of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held

liable therefor (including pursuant to any settlement arrangements);

(e) initiated

by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee

against the Company or its directors, officers, employees, agents or other indemnitees, unless

(i) the Company’s board of directors authorized the Proceeding (or the relevant part

of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification,

in its sole discretion, pursuant to the powers vested in the Company under applicable law,

(iii) otherwise authorized in Section 11(c) of this Agreement (iv) otherwise required

by applicable law;

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 4

(f) if

prohibited by applicable law; or

(g) for

any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty

or nolo contendere to a felony or (ii) received a final, unappealable judgment or verdict

of guilty or its equivalent in any criminal proceeding.

7. Advances

of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement

shall be made as soon as reasonably practicable, but in any event no later than thirty (30) days, after the receipt by the Company of

a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in

connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed

or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice).

Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee

hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified

by the Company. This Section 7 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding

for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding referenced in Section 6(b) or 6(d)

of this Agreement prior to a determination that Indemnitee is not entitled to be indemnified by the Company.

8. Procedures

for Notification and Defense of Claim.

(a) Indemnitee

shall notify the Company in writing of any matter with respect to which Indemnitee intends

to seek indemnification or advancement of Expenses as soon as reasonably practicable following

the receipt by Indemnitee of notice thereof. The written notification to the Company shall

include, in reasonable detail, a description of the nature of the Proceeding and the facts

underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve

the Company from any liability which it may have to Indemnitee hereunder or otherwise than

under this Agreement, and any delay in so notifying the Company shall not constitute a waiver

by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices

the Company.

(b) If,

at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the

Company has directors’ and officers’ liability insurance in effect, the Company

shall give prompt notice of the commencement of the Proceeding to the insurers in accordance

with the procedures set forth in the applicable policies. The Company shall thereafter take

all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee,

all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 5

(c) In

the event the Company may be obligated to make any indemnity in connection with a Proceeding,

the Company shall be entitled to assume the defense of such Proceeding with counsel approved

by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee

of written notice of its election to do so. After delivery of such notice, approval of such

counsel by Indemnitee and the retention of such counsel by the Company, the Company will

not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by

Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption

of the defense of any such Proceeding, the Company shall be obligated to pay the fees and

expenses of Indemnitee’s counsel to the extent (i) the employment of counsel by Indemnitee

is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably

concluded that there is a conflict of interest between the Company and Indemnitee in the

conduct of any such defense such that Indemnitee needs to be separately represented, (iii)

the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s

role in the Proceeding despite the Company’s assumption of the defense, (iv) the Company

is not financially or legally able to perform its indemnification obligations or (v) the

Company shall not have retained, or shall not continue to retain, such counsel to defend

such Proceeding. The Company shall have the right to conduct such defense as it sees fit

in its sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have

the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The

Company shall not be entitled, without the consent of Indemnitee, to assume the defense of

any claim brought by or in the right of the Company.

(d) Indemnitee

shall give the Company such information and cooperation in connection with the Proceeding

as may be reasonably appropriate.

(e) The

Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding

(or any part thereof) without the Company’s prior written consent, which shall not

be unreasonably withheld.

9. Procedures

upon Application for Indemnification; Any Repayment of Advances After Disposition of a Proceeding.

(a) The

Company shall not settle any Proceeding (or any part thereof) without Indemnitee’s

prior written consent, which shall not be unreasonably withheld.

(b) To

obtain indemnification, Indemnitee shall submit to the Company a written request, including

therein or therewith such documentation and information as is reasonably available to Indemnitee

and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled

to indemnification following the final disposition of the Proceeding. The Company shall,

as soon as reasonably practicable after receipt of such a request for indemnification, advise

the board of directors that Indemnitee has requested indemnification. Any delay in providing

the request will not relieve the Company from its obligations under this Agreement, except

to the extent such failure is prejudicial.

(c) Promptly

following the disposition of a Proceeding, a determination with respect to Indemnitee’s

entitlement to indemnification and to retain any advances given to Indemnitee shall be made

in the specific case by one of the following methods: (i) if a Change in Control shall have

occurred, by Independent Counsel in a written opinion to the Board; or (ii) if a Change in

Control shall not have occurred, by majority vote of the directors who are neither parties,

nor threatened to be made parties, to any Proceeding, even though less than a quorum, or

by a committee of such directors designated by majority vote of such directors, even though

less than a quorum (in either case, the “Disinterested Directors”)

or, if there are no Disinterested Directors, by Independent Counsel.

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 6

(d) If

the determination of entitlement to indemnification is to be made by Independent Counsel,

Independent Counsel shall be selected by the Board if a Change in Control shall not have

occurred or, if a Change in Control shall have occurred, by Indemnitee. The Indemnitee or

the Company, as the case may be, may within ten (10) days after written notice of such selection,

deliver to the Company or the Indemnitee, as the case may be, a written objection to such

selection; provided, however, that such objection may be asserted only on the

ground that Independent Counsel so selected does not meet the requirements of “Independent

Counsel” as defined in this Agreement, and the objection shall set forth with particularity

the factual basis of such assertion. Absent a proper and timely objection, the person so

selected shall act as Independent Counsel. If such written objection is so made and substantiated,

Independent Counsel so selected may not serve as Independent Counsel unless and until such

objection is withdrawn or a court has determined that such objection is without merit. If,

within twenty (20) days after the later of submission by Indemnitee of a written request

for indemnification pursuant to Section 9(a) of this Agreement, and the final disposition

of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected

and not objected to, either the Company or the Indemnitee may petition a court of competent

jurisdiction for resolution of any objection which shall have been made by the Indemnitee

or the Company to the selection of Independent Counsel and/or for the appointment as Independent

Counsel of a person selected by the court or by such other person as the court shall designate,

and the person with respect to whom all objections are so resolved or the person so appointed

shall act as Independent Counsel. Upon the due commencement of any judicial proceeding or

arbitration pursuant to Section 11(a) of this Agreement, Independent Counsel shall

be discharged and relieved of any further responsibility in such capacity (subject to the

applicable standards of professional conduct then prevailing).

10. Presumptions

and Effect of Certain Proceedings.

(a) If

it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall

be made within ten (10) days after such determination. Indemnitee shall cooperate with the

Disinterested Directors or Independent Counsel, as applicable, making such determination

with respect to Indemnitee’s entitlement to indemnification, including providing to

the Disinterested Directors or Independent Counsel, as applicable, upon reasonable advance

request any documentation or information that is not privileged or otherwise protected from

disclosure and which is reasonably available to Indemnitee and reasonably necessary to such

determination. Any costs or expenses (including attorneys’ fees and disbursements)

incurred by Indemnitee in so cooperating with the Disinterested Directors or Independent

Counsel, as applicable, shall be borne by the Company (irrespective of the determination

as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies

and agrees to hold Indemnitee harmless therefrom.

(b) In

making a determination with respect to entitlement to indemnification hereunder, the Disinterested

Directors or Independent Counsel, as applicable, making such determination shall, to the

fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification

under this Agreement if Indemnitee has submitted a request for indemnification. Neither the

failure of the Company nor of the Disinterested Directors or Independent Counsel, as applicable,

to have made a determination prior to the commencement of any advance or indemnification

action pursuant to this Agreement that indemnification is proper in the circumstances because

Indemnitee has met the applicable standard of conduct, nor an actual determination by the

Company or by the Disinterested Directors or Independent Counsel, as applicable, that Indemnitee

has not met such applicable standard of conduct, shall be a defense available to the Company

to the advance or indemnification action or create a presumption that Indemnitee has not

met the applicable standard of conduct necessary to obtain an advance or indemnification.

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 7

(c) The

termination of any Proceeding or of any claim, issue or matter therein, by judgment, order,

settlement or conviction, or upon a plea of nolo contendere other than to a felony, shall

not (except as otherwise expressly provided in this Agreement) of itself create a presumption

that Indemnitee did not act in good faith and in a manner which he or she reasonably believed

to be in or not opposed to the best interests of the Company or, with respect to any criminal

Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(d) For

purposes of any determination of good faith, Indemnitee shall be deemed to have acted in

good faith to the extent Indemnitee relied in good faith on (i) the records or books of account

of the Enterprise, including financial statements, (ii) information supplied to Indemnitee

by the officers of the Enterprise in the course of their duties, (iii) the advice of legal

counsel for the Enterprise or its board of directors or counsel selected by any committee

of the board of directors or (iv) information or records given or reports made to the Enterprise

by an independent certified public accountant, an appraiser, investment banker or other expert

selected with reasonable care by the Enterprise or its board of directors or any committee

of the board of directors. The provisions of this Section 10(c) shall not be deemed

to be exclusive or to limit in any way the other circumstances in which Indemnitee may be

deemed to have met the applicable standard of conduct set forth in this Agreement.

11. Remedies

of Indemnitee.

(a) Neither

the knowledge, actions nor failure to act of any other director, officer, agent or employee

of the Enterprise shall be imputed to Indemnitee for purposes of determining the right to

indemnification under this Agreement.

(b) Subject

to Section 11(f) in the event that (i) a determination is made by the Disinterested

Directors (and for the avoidance of doubt, not by Independent Counsel) pursuant to Section

9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,

(ii) advancement of Expenses is not timely made pursuant to Section 11(c) of this

Agreement, (iii) no determination of entitlement to indemnification shall have been made

pursuant to Section 9 of this Agreement within ninety (90) days after the later of

the receipt by the Company of the request for indemnification or the final disposition of

the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A)

within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification

or (B) with respect to indemnification pursuant to Sections 4, 5 and 11(c)

of this Agreement, within thirty (30) days after receipt by the Company of a written request

therefor, or (v) the Company or any other person or entity takes or threatens to take any

action to declare this Agreement void or unenforceable, or institutes any litigation or other

action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided

or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication

by a court of competent jurisdiction of his or her entitlement to such indemnification or

advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award

in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration

Rules of the American Arbitration Association. Indemnitee shall commence such proceeding

seeking an adjudication or an award in arbitration within one hundred eighty (180) days following

the date on which Indemnitee first has the right to commence such proceeding pursuant to

this Section 11(a); provided, however, that the foregoing clause shall

not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under

Section 4 of this Agreement. The Company shall not oppose Indemnitee’s right

to seek any such adjudication or award in arbitration in accordance with this Agreement.

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 8

(c) In

the event that a determination shall have been made pursuant to Section 9 of this

Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or

arbitration commenced pursuant to this Section 11 shall be conducted in all respects

as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced

by reason of that adverse determination. In any judicial proceeding or arbitration commenced

pursuant to this Section 11, the Company shall, to the fullest extent not prohibited

by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement

of Expenses, as the case may be.

(d) To

the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses

that are incurred by Indemnitee in connection with any action for indemnification or advancement

of Expenses from the Company under this Agreement or under any directors’ and officers’

liability insurance policies maintained by the Company to the extent Indemnitee is successful

in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable,

but in any event no later than sixty (60) days, after receipt by the Company of a written

request therefor) advance such Expenses to Indemnitee.

(e) If

a determination shall have been made pursuant to Section 9 of this Agreement that

Indemnitee is entitled to indemnification, the Company shall be bound by such determination

in any judicial proceeding or arbitration commenced pursuant to this Section 11, absent

(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary

to make Indemnitee’s statement not materially misleading, in connection with the request

for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(f) The

Company shall be precluded from asserting in any judicial proceeding or arbitration commenced

pursuant to this Section 11 that the procedures and presumptions of this Agreement

are not valid, binding and enforceable and shall stipulate in any such court or before any

such arbitrator that the Company is bound by all the provisions of this Agreement. The Company

shall indemnify Indemnitee against any and all Expenses which are incurred by Indemnitee

in connection with any action brought by Indemnitee for indemnification or any advancement

of Expenses from the Company under this Agreement or under any directors’ and officers’

liability insurance policies maintained by the Company only if Indemnitee ultimately is determined

to be entitled to such indemnification, advancement of Expenses or insurance recovery, as

the case may be, in the suit for which indemnification or an advance is being sought.

(g) Notwithstanding

anything in this Agreement to the contrary, no determination as to entitlement to indemnification

under this Agreement shall be required to be made prior to the final disposition of the Proceeding,

including any appeal therein.

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 9

12. Contribution.

To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee,

the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments,

fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement,

in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the

relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and

(ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such

events and transactions. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly

liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final

release of all claims asserted against Indemnitee.

13. Non-exclusivity.

The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any

other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation or

bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No supplement, modification, alteration, waiver,

repeal or amendment of this Agreement or any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in

respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such supplement, modification, alteration,

waiver, repeal or amendment. To the extent that after the date of this Agreement a change in Delaware law, whether by statute or judicial

decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s certificate

of incorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement

the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein or therein. Except as expressly

set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right

and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or

in equity or otherwise. Except as expressly set forth herein, the assertion or employment of any right or remedy hereunder, or otherwise,

shall not prevent the concurrent assertion or employment of any other right or remedy.

14. No

Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable

hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment

for such amounts under any insurance policy, contract, agreement or otherwise.

15. Insurance.

To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general

partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall be covered

by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies in a comparable position.

16. Subrogation.

In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights

of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution

of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(a) The

Company shall use commercially reasonable best efforts to (a) maintain an insurance policy

or policies providing liability insurance for directors, officers, employees, or agents of

the Company or of any other Enterprise and (b) to provide that until at least the sixth (6th)

anniversary of the date of expiration of the Indemnitee’s period of service with the

Company, Indemnitee shall be covered by such policy or policies in accordance with its or

their terms to the maximum extent of the coverage available for any such director, officer,

employee or agent under such policy or policies. If, at the time of the receipt of a notice

of a claim pursuant to the terms hereof, the Company has director and officer liability insurance

in effect, the Company shall give prompt notice of the commencement of such proceeding to

the insurers in accordance with the procedures set forth in the respective policies. The

Company shall thereafter take all necessary or desirable action to cause such insurers to

pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance

with the terms of such policies.

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 10

17. Duration.

This Agreement shall continue until and terminate upon the later of (a) ten (10) years after the date that Indemnitee shall have ceased

to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer, employee, agent

or fiduciary of any other Enterprise, as applicable; or (b) one (1) year after the final termination of any Proceeding, including any

appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of

any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto.

18. Successors.

This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor by purchase,

merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, and shall inure to the benefit

of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any successor (whether

direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business

and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree

to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession

had taken place. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken

while serving in Corporate Status even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

19. Severability.

Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation

of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform its obligations under this

Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement shall be held to be invalid,

illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this

Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid,

illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby

and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the

extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest

extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing

any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed

so as to give effect to the intent manifested thereby.

20. Enforcement.

The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in

order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying

upon this Agreement in serving as a director or officer of the Company.

21. Entire

Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof

and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject

matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s certificate

of incorporation and bylaws and applicable law.

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 11

22. Modification

and Waiver. No supplement, modification, alteration, waiver, repeal or amendment of this Agreement or any provisions of this

Agreement shall be binding unless executed in writing by the parties thereto. No supplement, modification, alteration, waiver, repeal

or amendment of any of the provisions of this Agreement shall adversely affect, limit or restrict any right of Indemnitee under this

Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such supplement, modification,

alteration, waiver, repeal or amendment. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver

of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

23. Notices.

All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified

mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed:

(a) if

to Indemnitee, to Indemnitee’s address, facsimile number or electronic mail address

as shown on the signature page of this Agreement or in the Company’s records, as may

be updated in accordance with the provisions hereof; or

Each

such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered

by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid,

specifying next-business-day delivery, one business day after deposit with the courier), (ii) if sent via mail, at the earlier of its

receipt or five (5) days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States

mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic

mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the

recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.

(b) if

to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer

of the Company at the address as shown on the signature page of this Agreement, or at such

other current address as the Company shall have furnished to Indemnitee, with a copy (which

shall not constitute notice) to David Stewart and Natalie Karam at Sidley Austin LLP.

24. Internal

Revenue Code 409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10)

of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”),which provides

that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages

paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation,

subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as

a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.

25. Applicable

Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed

and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect

to any arbitration commenced by Indemnitee pursuant to Section 10(b) of this Agreement, the Company and Indemnitee hereby irrevocably

and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only

in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other

country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding

arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process

in the State of Delaware, The Corporation Trust Company, Wilmington, Delaware as its agent in the State of Delaware as such party’s

agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and

validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any

such action or proceeding in the Delaware Court of Chancery, and (v) waive, and agree not to plead or to make, any claim that any such

action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 12

26. Counterparts

and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to

be an original but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered

by facsimile signature, electronic mail (including, without limitation, “pdf”, “tif” or “jpg”) and

other electronic signatures (including, without limitation, DocuSign and AdobeSign) or other transmission method and any counterpart

so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes, and in counterparts,

each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of

this Agreement. The use of electronic signatures and electronic records (including, without limitation, any contract or other record

created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability

as a manually executed signature or use of a paper- based record-keeping system to the fullest extent permitted by applicable law, including

the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any

other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial

Code.

27. Captions.

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this

Agreement or to affect the construction thereof.

(signature

page follows)

HOST DIGITAL INC. – INDEMNIFICATION AGREEMENT 13

The

parties are signing this Indemnification Agreement as of the day and year first above written.

COMPANY:

HOST

DIGITAL INC.

By:

Name:

Harmol

Samra

Title:

Chief

Executive Officer

Address:

INDEMNITEE:

Address:

[Signature

page to Indemnification Agreement]

EX-10.4

EX-10.4

Filename: ex10-4.htm · Sequence: 6

Exhibit

10.4

PREFERENTIAL

RIGHTS AGREEMENT

This

PREFERENTIAL RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 17, 2026 (the “Effective

Date”), by and between Host Infrastructure Holdings LLC, a Delaware limited liability company (“Acquisition HoldCo”),

and Host Digital Inc., a Delaware corporation (“Host”). Acquisition HoldCo and Host are referred to herein, collectively,

as the “Parties” and, each, individually, as a “Party.”

RECITALS

WHEREAS,

upon closing of the merger (the “Merger”) contemplated by that certain Agreement and Plan of Merger, dated as of May

27, 2026, by and among Host, Healthy Choice Wellness II Corp., its wholly-owned subsidiary (“Merger Sub”), and Host

Digital Infrastructure LLC, a Delaware limited liability company (“Host Digital”), Host Digital merged into Merger

Sub, emerged as the surviving company, and became a wholly-owned subsidiary of Host;

WHEREAS,

Acquisition HoldCo was formed by the founders of Host Digital as a Delaware limited liability company to serve as a holding company for

certain existing and future project site acquisition companies (each, a “Project Subsidiary” and, collectively, the

“Project Subsidiaries”), with a view toward contributing such Project Subsidiaries to Acquisition HoldCo from time

to time;

WHEREAS,

this Agreement is intended to memorialize the understanding among the founders of Host Digital and the other owners of Host Digital with

respect to the preferential rights described herein; and

WHEREAS,

in furtherance of the foregoing, Acquisition HoldCo and Host desire to provide Host with both a preferential right of first (i) offer

with respect to any Project Subsidiary that Acquisition HoldCo markets or determines to contribute to a third party, and (ii) refusal

with respect to any unsolicited third-party offer for a Project Subsidiary that Acquisition HoldCo desires to accept, in each case on

the terms and subject to the conditions set forth herein.

NOW,

THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to become legally bound, hereby agree as follows:

AGREEMENT

1.

Definitions. Unless otherwise defined herein, as used in this Agreement, the following terms have the meanings set forth below:

“Person”

means any corporation, limited liability company, partnership, trust, or other entity.

“Pipeline

Transaction” means a proposed contribution, exchange, or other disposition of all or substantially all of the assets or equity

interests of a Project Subsidiary by Acquisition HoldCo to any Person in exchange for, or in connection with the receipt of, securities

of a class that is listed or admitted to trading on a national securities exchange, or to any Person

whose securities are listed or admitted to trading on a national securities exchange.

2.

Preferential Rights.

(a)

First Offer.

(i)

Offer Notice. If during the Term, Acquisition HoldCo markets or otherwise determines to consummate a Pipeline Transaction, Acquisition

HoldCo shall first deliver written notice to Host (A) identifying the applicable Project Subsidiary, (B) indicating Acquisition HoldCo’s

intention to pursue a Pipeline Transaction with respect thereto, and (C) proposing a negotiation period (the “Negotiation Period”)

during which the Parties shall cooperate in good faith to identify a mutually agreeable structure and economic terms for such proposed

Pipeline Transaction.

(ii)

Lapse. If the Parties have not entered into a definitive agreement with respect to the applicable Pipeline Transaction prior

to the expiration of the Negotiation Period, Acquisition HoldCo shall be free to consummate such Pipeline Transaction with any third

party on any terms.

(b)

First Refusal.

(i)

ROFR Notice. If during the Term, Acquisition HoldCo receives an unsolicited bona fide written offer from a third party to consummate

a Pipeline Transaction (a “Third-Party Offer”) that Acquisition HoldCo desires to accept, Acquisition HoldCo shall

promptly deliver written notice to Host (a “ROFR Notice”) setting forth the material terms of the Third-Party Offer.

(ii)

Election Period; Exercise. Host shall have five (5) days following receipt of a ROFR Notice (the “ROFR Election Period”)

to elect to acquire the applicable Project Subsidiary on the same terms as the Third-Party Offer by delivering written notice to Acquisition

HoldCo (a “ROFR Exercise Notice”).

(iii)

Closing. If Host timely delivers a ROFR Exercise Notice, the Parties shall use commercially reasonable efforts to consummate the

applicable Pipeline Transaction within ninety (90) days following such delivery (or such longer period as the Parties may agree in writing).

(iv)

Lapse. If Host does not timely deliver a ROFR Exercise Notice, Acquisition HoldCo shall be free to consummate the Pipeline

Transaction with the applicable third party on terms no more favorable to such third party than those set forth in the applicable ROFR

Notice.

2

3.

Term. This Agreement shall commence on the Effective Date and, unless earlier terminated by mutual written agreement of the Parties,

shall continue in full force and effect until the second (2nd) anniversary of the Effective Date (the “Term”), after

which this Agreement shall automatically expire and be of no further force or effect; provided, however, that any Pipeline

Transaction initiated prior to the expiration of the Term shall be completed in accordance with the terms hereof notwithstanding such

expiration. For the avoidance of doubt, upon expiration of the Term, neither of the preferential rights set forth in Section 2

shall be reinstated or revived with respect to any Pipeline Transaction that was not consummated prior to such expiration, notwithstanding

any reinstatement provision set forth in Section 2.

4.

Additional Project Subsidiaries. Any project site acquisition company formed or acquired by, or contributed to, Acquisition HoldCo

after the Effective Date shall automatically constitute a “Project Subsidiary” for purposes of this Agreement upon such contribution,

without any further action required by the Parties.

5.

Further Acts and Assurances. The Parties will execute and deliver from time to time such further instruments and take such further

actions as may be reasonably required to carry out the provisions and intent of this Agreement.

6.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns

and nothing herein express or implied shall be construed to give any individual, governmental authority, or other Person, other than

the Parties or such permitted successors and assigns, any legal or equitable rights hereunder.

7.

Entire Agreement. This Agreement constitutes the sole, exclusive, and entire agreement among the Parties with respect to the subject

matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the

extent they relate in any way to the subject matter hereof.

8.

Amendments; Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth

in a written instrument duly executed by each of the Parties. No waiver by any Party of any breach or default hereunder shall be deemed

a waiver of any subsequent breach or default.

9.

Governing Law. This Agreement shall be governed by the internal laws of the State of Delaware as to all matters, including matters

of validity, construction, effect, and performance.

3

10.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of

which together will constitute one and the same instrument. Counterpart signatures need not be on the same page and shall be deemed effective

upon receipt. Delivery of an executed counterpart of a signature page to this Agreement by means of electronically transmitted portable

document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

11.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and

shall be deemed to have been duly given: (x) when delivered by hand; (y) when sent by overnight courier; or (z) when sent by email (with

no bounce-back or delivery failure notice received by sender), in each case to the applicable address set forth below, or to such other

address as a Party may designate by written notice given in accordance with this Section 11:

(a)

If

to Acquisition HoldCo:

Host

Infrastructure Holdings LLC

[***]

Attention:

[***]

(b)

If

to Host:

Host

Digital, Inc.

3800

North 28th Way

Hollywood,

FL 33020

Attention:

John Ollet

12.

Arm’s Length Negotiation. This Agreement is the product of arm’s length negotiations between the Parties, each

of which has been represented by counsel of its choosing. This Agreement shall be construed without regard to any presumption or rule

requiring construction against the Party causing this Agreement to be drafted.

[SIGNATURE

PAGE FOLLOWS]

4

IN

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

HOST

INFRASTRUCTURE HOLDINGS LLC

By:

/s/ Hans Thomas

Name:

Hans Thomas

Title:

Manager

HOST

DIGITAL, INC.

By:

/s/

Harmol Samra

Name:

Harmol

Samra

Title:

Chief Executive Officer

[Signature Page

to Preferential Rights Agreement]

EX-10.5

EX-10.5

Filename: ex10-5.htm · Sequence: 7

Exhibit

10.5

THIS

WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH

SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY

TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS.

FORM

OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT

HEALTHY

CHOICE WELLNESS CORP.

Issue

Date: September [●], 2026 (the “Issue Date”)

THIS

PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [●] or its permitted

assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time and from time to time on or after the Issue Date to purchase from Healthy Choice Wellness Corp., a Delaware corporation

(the “Company”), an aggregate of [●] shares (subject to the limitations contained herein, including Section

2(d), and subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A common stock, par

value $0.001 per share (the “Common Stock”). The purchase price of one Warrant Share shall be equal to the Exercise

Price, as defined in Section 2(b).

As

used in this Warrant, (a) an “Affiliate” means, with respect to any Person, any other Person who, directly or indirectly,

controls, is controlled by, or under common control with such Person; for purposes of this definition, the term “control”

(including the correlative meanings of the terms “controlled by” and “under common control with”),

as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the

management policies of such Person, whether through the ownership of voting securities or by contract or otherwise, (b) a “Business

Day” means any day excluding Saturday, Sunday or any day which is a legal holiday under the laws of the State of New York or

a day on which banking institutions are authorized or required by law or other governmental action to close, (c) “Capital Stock”

means, with respect to any Person, (i) any capital stock of such Person, (ii) any security convertible, with or without consideration,

into any capital stock of such Person, (iii) any other shares, interests, rights to purchase, warrants, options, participations or other

equivalents of or interests in (however designated) the capital stock of such Person, (iv) any other equity interest in, or right to

vote generally in elections of directors or the comparable governing body of, such Person, and (v) any other interest or participation

that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,

(d) “Fair Market Value” of the Common Stock or any other Capital Stock on any date of determination means (i) if the

Common Stock is listed for trading on a United States national securities exchange, the volume-weighted average closing sale price per

share of the Common Stock for the five (5) consecutive Business Days immediately prior to such date of determination, as reported by

the national securities exchange, (ii) if the Common Stock is not listed on a United States national securities exchange but is listed

or quoted in the over-the-counter market, the average last quoted sale price for the Common Stock (or, if no sale price is reported,

the average of the high bid and low asked price for such date) for the thirty (30) consecutive Business Days immediately prior to such

date of determination, in the over-the-counter market as reported by OTC Markets Group Inc. or other similar organization, or (iii) in

all other cases, (A) as agreed upon in good faith by the Holder and the Company or (B) solely if an agreement cannot be reached pursuant

to clause (A), as determined by an independent accounting, appraisal or investment banking firm or consultant of nationally recognized

standing that is retained at the sole cost and expense of the Company and the identity of which is reasonably acceptable to the Holder

and the Company, and (e) a “Person” means any individual, partnership, corporation, limited liability company, association,

joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency, or political

subdivision thereof).

Section

1. Vesting; Exercisability.

The

Holder’s right to exercise this Warrant with respect to the Warrant Shares is subject to vesting and limitations on exercisability

as follows:

(a) This

Warrant and the Holder’s rights hereunder with respect to the Warrant Shares (subject to adjustment as set forth in this Warrant,

including, without limitation, Section 3) will vest and become exercisable on the Issue Date.

Section

2. Exercise.

(a) Subject

to Section 1, exercise of the purchase rights represented by this Warrant with respect to Warrant Shares may be made, in whole or in

part, at any time and from time to time on or after the Issue Date by delivery to the Company (or such other office or agency of the

Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the

Company) of a duly completed and executed copy of a notice of exercise substantially in the form attached hereto as Exhibit A

(a “Notice of Exercise”). The date on which such delivery shall have taken place (or be deemed to have taken place)

shall be referred to herein as the “Exercise Date”. Within one (1) Business Day following the date of exercise as

aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise, at its

option, (i) by wire transfer or cashier’s check drawn on a United States bank, or (ii) by cashless exercise as set forth in Section

2(e); provided, however, to the extent cashless exercise has not been elected, in the event that the Holder has not delivered

such aggregate Exercise Price within one (1) Business Day following the date of such exercise as aforesaid, the Company shall not be

obligated to deliver such Warrant Shares hereunder until such payment is made. No ink-original Notice of Exercise shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder

has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall

surrender this Warrant to the Company for cancellation within three (3) Business Days after the relevant event shall have occurred. Partial

exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the

effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant

Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such

purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The

Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase

of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be

less than the amount stated on the face hereof.

2

(b) Exercise

Price. The “Exercise Price” per Warrant Share shall be the remaining unpaid exercise price of $0.001, subject

to any adjustment required by Section 3.

(c) Mechanics

of Exercise.

(i) Delivery

of Warrant Shares Upon Exercise. Upon each exercise of this Warrant, the Company shall promptly, but in no event later than one (1)

Business Day after delivery of the applicable Notice of Exercise (subject to delivery by the Holder to the Company of the aggregate Exercise

Price payable pursuant to Section 2(b) or pursuant to the cashless exercise provisions of Section 2(e)), instruct the transfer agent

for the Common Stock (the “Transfer Agent”) to record the issuance of the Warrant Shares purchased hereunder to the

Holder in book-entry form pursuant to the Transfer Agent’s regular procedures. In connection with the issuance of any Warrant Shares,

if requested by the Holder, the Company shall, after receipt of any documentation reasonably requested by the Company and/or the Transfer

Agent in connection with the removal of the restrictive legend set forth in Section 4(a), direct that the delivery of Warrant Shares

upon exercise of this Warrant shall be made promptly, but in no event later than one (1) Business Day after the delivery of such requested

documentation, by the Transfer Agent to the Holder through the facilities of The Depository Trust Company (“DTC”),

so long as either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or the resale of

such Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale restrictions

pursuant to Rule 144 promulgated under the Securities Act (assuming cashless exercise of this Warrant). If (A) and (B) above are not

true, the Company shall cause the Transfer Agent to issue such Warrant Shares in the name of the Holder or its designee in restricted

book-entry form in the Company’s share register. To the extent that (A) or (B) become true after the issuance of such Warrant Shares

in restricted book-entry form, if requested by the Holder, the Company shall, after receipt of any documentation reasonably requested

by the Company and/or the Transfer Agent in connection with the removal of the restrictive legend set forth in Section 4(a), direct that

the legends be removed and that such Warrant Shares be delivered to the Holder through the facilities of DTC. The Warrant Shares shall

be deemed to have been issued, and the Holder shall be deemed to have become a holder of record of such shares for all purposes, as of

the Exercise Date with payment to the Company of the Exercise Price having been paid. The Company will maintain in the United States

an office or agency, which may be an office of the Company, where the Warrant may be surrendered for registration of transfer or exchange

or for presentation for exercise.

(ii) Rescission

Rights. If the Company fails to issue or cause to have issued the Warrant Shares pursuant to Section 2(c)(i) within one (1) Business

Day after delivery of the applicable Notice of Exercise, then the Holder will have the right to rescind such exercise. The right of rescission

of the Holder under this Section 2(c)(ii) is subject to delivery by the Holder of the aggregate Exercise Price payable pursuant to Section

2(b) or Section 2(e).

(iii) No

Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this

Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Exercise Price or round up to the next whole share.

(iv) Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue, transfer, stamp or other

similar tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid

by the Company, and such Warrant Shares shall be issued in the name of the Holder. Without limiting the generality of the foregoing,

the Company shall pay all fees required for same-day processing of any Notice of Exercise.

(v) Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

3

(d) Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise

any portion of this Warrant, pursuant to Section 2 or otherwise, and any such exercise shall be null and void and treated as if never

made, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder

(together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s

Affiliates), would, when aggregated with all other shares of Common Stock beneficially owned by such Holder at such time, beneficially

own shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,

the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common

Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of

shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially

owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other

securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially

owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial

ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)

and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the

Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules

required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which

portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall

be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the

Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership

Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability

for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation. In addition, a determination as to

any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations

promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have

no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation. For purposes of this Section

2(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common

Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the United States Securities and Exchange

Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company

or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder,

the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.

In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of

securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding

shares of Common Stock was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of the Warrant

results in the Holder beneficially owning shares of Common Stock in excess of the Beneficial Ownership Limitation (the “Excess

Shares”), the number of shares so issued by which the Holder’s aggregate beneficial ownership exceeds the Beneficial

Ownership Limitation shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote

or transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void,

the Company shall return to the Holder any exercise price paid by the Holder for the Excess Shares. As used in this Warrant, “Beneficial

Ownership Limitation” means 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to

the issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this Section 2(d) shall be construed

and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any

portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make

changes or supplements necessary or desirable to properly give effect to such limitation.

4

(e) Cashless

Exercise. In lieu of paying the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by

wire transfer or cashier’s check drawn on a United States bank pursuant to Section 2(a), the Holder may elect to exercise the purchase

rights represented by this Warrant by authorizing the Company in the applicable Notice of Exercise to withhold and not issue to the Holder,

in payment of the Exercise Price thereof, a number of such Warrant Shares equal to (x) the number of Warrant Shares for which the Warrant

is being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Fair Market Value on the Exercise Date (and such withheld

Warrant Shares shall no longer be issuable under the Warrant, and the Holder shall not have any rights or be entitled to any payment

with respect to such withheld Warrant Shares).

Section

3. Certain Adjustments.

(a) Stock

Dividends, Subdivisions, Combinations and Consolidations. If the Company, at any time while this Warrant is outstanding (in whole

or in part): (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock (or other class

of Capital Stock of the Company then issuable upon exercise of this Warrant) or any other equity or equity equivalent securities payable

in shares of Common Stock (or such other class of Capital Stock), (ii) subdivides its outstanding shares of Common Stock (or other class

of Capital Stock of the Company then issuable upon exercise of this Warrant) into a larger number of shares or (iii) combines or consolidates

(including, without limitation, by reverse stock split) its outstanding shares of Common Stock (or other class of Capital Stock of the

Company then issuable upon exercise of this Warrant) into a smaller number of shares, then in each case the Exercise Price shall be multiplied

by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which

the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Concurrently with any adjustment

to the Exercise Price under this Section 3(a) (including any deemed adjustment pursuant to the last sentence of this Section 3(a)), the

number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this

Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(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 consolidation. If the Company, at any time while this Warrant is outstanding

(in whole or in part) distributes rights on shares of its Common Stock (or other class of Capital Stock of the Company then issuable

upon exercise of this Warrant) in connection with a shareholder rights plan, no adjustment shall be made pursuant to this Section 3 and

any such rights shall accompany the Warrant Shares issued pursuant to this Warrant for so long as such shareholder rights plan remains

in effect. Notwithstanding the foregoing or anything to the contrary in this Warrant, in no event shall the Company be required to adjust

the Exercise Price to the extent such adjustment would reduce the Exercise Price below the par value per share of Common Stock. In such

case, the number of shares issuable upon exercise of this Warrant shall be adjusted as if the Exercise Price had been adjusted as otherwise

set forth in this Section 3(a) (including below the par value), and each share of Common Stock issuable upon exercise of this Warrant

shall be exercisable for the par value per share issuable upon exercise of this Warrant.

5

(b) Reclassifications,

Reorganizations, Consolidations and Mergers. In the event of (i) any capital reorganization of the Company, (ii) any reclassification

or recapitalization of the stock of the Company (other than (x) a change in par value or from par value to no par value or from no par

value to par value or (y) as a result of a stock dividend, subdivision, combination or consolidation of shares as to which Section 3(a)

shall apply) or (iii) any consolidation or merger of the Company with or into another Person (where the Company is not the surviving

corporation or where there is a change in or distribution with respect to the Common Stock or any other class of Capital Stock then issuable

upon exercise of this Warrant), this Warrant shall, after such reorganization, reclassification, recapitalization, consolidation or merger,

be exercisable for the kind and number of shares of stock or other securities or property (“Alternate Consideration”)

of the Company or of the successor corporation resulting from such consolidation or surviving such merger, if any, to which the holder

of the number of Warrant Shares underlying this Warrant (at the time of such reorganization, reclassification, recapitalization, consolidation

or merger, and subject to the limitations set forth in Section 1 and Section 2 (other than Section 2(d))) would have been entitled upon

such reorganization, reclassification, recapitalization, consolidation or merger. In such event, the aggregate Exercise Price otherwise

payable for the shares of Common Stock (or such other class of Capital Stock) issuable upon exercise of this Warrant shall be allocated

among the Alternate Consideration receivable as a result of such reorganization, reclassification, recapitalization, consolidation, or

merger in proportion to the respective fair market values of such Alternate Consideration (as agreed upon in good faith by the Holder

and the Company). If and to the extent that the holders of Common Stock (or such other class of Capital Stock) have the right to elect

the kind or amount of consideration receivable upon consummation of such reorganization, reclassification, recapitalization, consolidation

or merger, then the consideration that the Holder shall be entitled to receive upon exercise shall be specified by the Holder, which

specification shall be made by the Holder by the later of (A) ten (10) Business Days after the Holder is provided with a final version

of all material information concerning such choice as is provided to the holders of Common Stock (or such other class of Capital Stock),

and (B) the last time at which the holders of Common Stock (or such other class of Capital Stock) are permitted to make their specifications

known to the Company; provided, however, that if the Holder fails to make any specification within such time period, the

Holder’s choice shall be deemed to be whatever choice is made by a plurality of all holders of Common Stock (or such other class

of Capital Stock) that are not affiliated with the Company (or, in the case of a consolidation or merger, any other party thereto) and

affirmatively make an election (or of all such holders if none of them makes an election). From and after any such reorganization, reclassification,

recapitalization, consolidation or merger, all references to “Warrant Shares” herein shall be deemed to refer to the Alternate

Consideration to which the Holder is entitled pursuant to this Section 3(b). The provisions of this clause shall similarly apply to successive

reorganizations, reclassifications, recapitalizations, consolidations, or mergers.

(c) Other

Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution

of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,

without limitation, any distribution of cash, stock or other securities, evidences of indebtedness of the Company or any other Person

or any other property (including shares of Capital Stock, other securities or evidences of indebtedness of a subsidiary) or options by

way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than

any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the

issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete

exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership

Limitation) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as

of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in

the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution

shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the

Holder exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such Distribution). To the extent

that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall

be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

6

(d) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 3, the number of shares of Common Stock (or such other Company security as is then issuable upon exercise of this Warrant)

deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (or such other Company

security) (excluding treasury shares, if any) issued and outstanding on such date. In the event of any dispute as to any calculation

or determination under this Warrant, the Holder and the Company agree to enter into confidential, good faith negotiations to attempt

to resolve the dispute.

(e) Notice

to Holder.

(i) Adjustment

to Terms of Warrant. Whenever any of the terms of this Warrant are adjusted pursuant to any provision of this Section 3 or any other

applicable provision hereof, the Company shall promptly send to the Holder a notice signed by a duly authorized officer of the Company

and setting forth (x) the Exercise Price, number of Warrant Shares (or other securities issuable upon exercise of this Warrant, as applicable)

and, if applicable, the kind and amount of Alternate Consideration purchasable hereunder after such adjustment and (y) the facts requiring

such adjustment in reasonable detail.

(ii) Notice

to Allow Exercise by Holder. If, during the period in which this Warrant is outstanding, (A) the Company shall declare a dividend

(or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a cash dividend on or a redemption of

the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for

or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required

in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or

transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted

into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or

winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address

as it shall appear upon the Warrant Register (as defined below) of the Company, at least 10 calendar days prior to the applicable record

or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,

distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock

of record to be entitled to such dividend, distribution, redemption, rights or warrants are to be determined or (y) the date on which

such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date

as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock

for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange;

provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate

action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material,

non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Securities

and Exchange Commission (the “SEC”) pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise

this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except

as may otherwise be expressly set forth herein.

7

Section

4. Transfer of Warrant and Warrant Shares.

(a) Restrictive

Legend. The Warrant Shares (unless and until registered under the Securities Act of 1933, as amended (the “Securities Act”)

or transferred pursuant to Rule 144 promulgated under the Securities Act, or any successor rule or regulation hereafter adopted by the

United States Securities and Exchange Commission, as such rule may be amended from time to time (“Rule 144”)) will

be stamped or imprinted with a legend in substantially the following form:

THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES

BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT

OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION

IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS.

(b) Transferability.

The Holder may sell, assign, transfer, pledge or dispose of all or any portion of this Warrant without the prior written consent of the

Company. In connection with any transfer of all or any portion of this Warrant, the Holder must provide an assignment form substantially

in the form attached hereto as Exhibit B duly completed and executed by the Holder or any such subsequent Holder, as applicable,

and the proposed transferee must consent in writing to be bound by the terms and conditions of this Warrant. Any transfer of all or any

portion of this Warrant shall also be subject to the Securities Act and other applicable federal or state securities or blue sky laws.

Upon any permitted transfer of this Warrant in full, the Holder shall be required to physically surrender this Warrant to the Company

within three (3) Business Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. The

Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having

a new Warrant issued. This Warrant or any portion thereof shall not be sold, assigned, transferred, pledged or disposed of in violation

of the Securities Act or federal or state securities laws.

(c) Warrant

Register. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant

Register”) in the name of the record Holder hereof from time to time. Absent manifest error or actual notice to the contrary,

the Company may deem and treat the Holder of this Warrant so registered as the absolute owner hereof for the purpose of any exercise

hereof or any distribution to the Holder, and for all other purposes.

8

Section

5. Miscellaneous.

(a) No

Rights as Stockholder Until Exercise. Except for U.S. federal income tax purposes or as otherwise expressly set forth herein, this

Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise

hereof as set forth in Section 2.

(b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon delivery by the Holder to the Company of (i) notice

of the loss, theft, destruction or mutilation of this Warrant and (ii) in the case of loss, theft or destruction, an indemnity agreement

in a form and amount reasonably satisfactory to the Company or, in the case of mutilation, surrender of the mutilated Warrant, the Company

will make and deliver a new Warrant of like tenor dated as of the Issue Date.

(c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

(d) Authorized

Shares. The Company covenants that, during the period this Warrant is exercisable (in whole or in part), it will reserve (and will

direct and instruct the Transfer Agent to reserve) from its authorized and unissued Common Stock a sufficient number of shares to provide

for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that

its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates

to execute and issue the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take

all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation

of any applicable law or regulation, or of any requirements of any national securities exchange upon which the Common Stock is listed

or traded. The Company shall cause the Warrant Shares, immediately upon such exercise, to be listed on the NYSE American or the principal

securities exchange on which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of such exercise.

The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant

will, upon exercise of the purchase rights represented by this Warrant and full payment for such Warrant Shares in accordance herewith,

be duly authorized, validly issued, fully paid and non-assessable, not subject to any preemptive rights and free from all taxes, liens

and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously

with such issue).

(e) Governing

Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without giving effect to

the principles of conflict of laws thereof. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A

JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION

CONTEMPLATED HEREBY.

(f) Nonwaiver.

No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such

right or otherwise prejudice the Holder’s rights, powers or remedies.

9

(g) Notices.

Any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and shall be deemed

to have been duly given if (a) sent by the U.S. Postal Service (registered, return receipt service required), United Parcel Service or

FedEx, in each case on an overnight basis, signature receipt required, one Business Day after mailing, (b) if otherwise personally delivered,

when delivered with signature receipt required or (c) sent by email, provided that if a “system error” or other notice

of non-delivery is generated, such email shall not be deemed effective for purposes of this Section 5(g). All notices hereunder shall

be delivered as set forth below, or in accordance with such other instructions as may be designated in writing by the party to receive

such notice.

If

to the Company, to:

Name:

Healthy

Choice Wellness Corp.

Address:

3800

North 28th Way

Hollywood,

FL 33020

Email:

[***]

Attn:

John

Ollet

with

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

Name:

Sidley

Austin LLP

Address:

1999

Avenue of the Stars, 17th Floor

Los

Angeles, CA 90067

Email:

[***]

Attn:

Natalie

Karam; Nick DeAngelis

If

to the Holder, to:

Name:

[●]

Address:

[●]

Email:

[●]

Attn:

[●]

(h) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

(i) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the permitted assigns of the Holder. The provisions

of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder

or holder of Warrant Shares.

(j) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

10

(k) Acceptance.

Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

(l) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(m) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this

Warrant.

(n) Taxes.

(i) Unless

otherwise required by applicable law, the Holder and the Company agree to treat any cashless exercise (if elected by the Holder pursuant

to Section 2(e) hereof) as a “reorganization” within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of

1986, as amended.

(ii) The

Holder and the Company agree not to report or take any tax position for U.S. federal income tax purposes (and applicable state, local

and non-U.S. income tax purposes) that is inconsistent with this Section 5(n) unless otherwise required by applicable law.

(iii) The

Company and its paying agent shall be entitled to deduct and withhold taxes on all payments and distributions (or deemed distributions)

with respect to this Warrant (or upon the exercise thereof) or the Common Stock issued upon any exercise of this Warrant, in each case,

to the extent required by applicable tax law to be deducted and withheld and paid over to the relevant taxing authority; provided,

that, other than with respect to the failure by the Holder to provide an Internal Revenue Service Form W-9 or an applicable Internal

Revenue Service Form W-8 pursuant to Section 5(n)(iv), the Company and its paying agent shall promptly provide written notice upon determining

any such deduction or withholding is required by applicable tax law (and, in any event, at least five (5) Business Days before making

such deduction or withholding) to the Person in respect of whom such deduction or withholding is to be made and shall cooperate with

such Person in good faith to reduce or eliminate any such deduction or withholding. To the extent that any amounts are so deducted or

withheld and paid over to the relevant taxing authority, such deducted or withheld amounts shall be treated for all purposes of this

Warrant as having been paid to the Person in respect of which such deduction or withholding was made.

(iv) On

or prior to the Issue Date, the Holder shall deliver to the Company a properly completed and duly executed Internal Revenue Service Form

W-9 or applicable Internal Revenue Service Form W-8; provided, that, notwithstanding anything to the contrary in this Warrant,

the sole remedy of the Company for the failure of the Holder to deliver a properly completed and duly executed Internal Revenue Service

Form W-9 or applicable Internal Revenue Service Form W-8 pursuant to this Section 5(n)(iv) shall be to deduct and withhold from any payments

and distributions (or deemed distributions) with respect to this Warrant (or upon the exercise thereof) or the Common Stock issued upon

any exercise of this Warrant such amounts as are required by applicable tax law in accordance with Section 5(n)(iii).

(o) Non-Circumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation or bylaws or through

any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or

any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all

times in good faith carry out all the provisions of this Warrant and take all action as may reasonably be required to protect the rights

of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common

Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be

necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock

upon the exercise of this Warrant and (iii) shall, so long as this Warrant is outstanding, take all action necessary to reserve and keep

available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrant,

the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant (without regard to

any limitations on exercise). Notwithstanding anything herein to the contrary, if the Holder is not permitted to exercise this Warrant

in full for any reason (other than pursuant to restrictions set forth in Section 2(d) hereof), the Company shall use its reasonable efforts

to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to permit such exercise

into shares of Common Stock.

[Signatures

Contained on the Following Page]

11

IN

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the Issue Date.

HEALTHY

CHOICE WELLNESS CORP.

By:

Name:

[●]

Title:

[●]

[Signature

Page to Warrant]

EXHIBIT

A

NOTICE

OF EXERCISE

TO:

HEALTHY CHOICE WELLNESS CORP.

Reference

is made to that certain Pre-Funded Common Stock Purchase Warrant (the “Warrant”) issued by Healthy Choice Wellness Corp.

(the “Company”) on [●]. Capitalized terms used but not otherwise defined herein shall have the respective meanings

given thereto in the Warrant.

(1) The

undersigned Holder of the Warrant hereby elects to exercise the Warrant for ______ Warrant Shares, subject to (check one):

☐

delivery of the aggregate Exercise Price for the Warrant Shares as to which the Warrant is so exercised; or

☐

tender of ______ Warrant Shares pursuant to the cashless exercise provisions of Section 2(e) of the Warrant.

The

undersigned Holder hereby instructs the Company to issue the applicable number of Warrant Shares, or the net number of shares of Common

Stock issuable upon exercise of the Warrant pursuant to the cashless exercise provisions of Section 2(e) of the Warrant, in the name

of the undersigned Holder.

(2) The

undersigned Holder hereby represents and warrants to the Company that, as of the date hereof:

a)

Experience; Accredited Investor Status. The Holder (i) is an accredited investor as that term is defined in Rule 501 of Regulation

D promulgated under the Securities Act, (ii) is capable of evaluating the merits and risks of its investment in the Company, (iii) has

the capacity to protect its own interests, and (iv) has the financial ability to bear the economic risk of its investment in the Company.

b)

Company Information. The Holder has been provided access to all information regarding the business and financial condition of

the Company, its expected plans for future business activities, material contracts, intellectual property, and the merits and risks of

its purchase of the Warrant Shares, which it has requested or otherwise needs to evaluate an investment in the Warrant Shares. It has

had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management

of the Company and has had the opportunity to review the Company’s operations and facilities. It has also had the opportunity to

ask questions of, and receive answers from, the Company and its management regarding the terms and conditions of this investment and

all such questions have been answered to its satisfaction.

c)

Investment. The Holder has not been formed solely for the purpose of making this investment and is acquiring the Warrant Shares

for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution

of any part thereof. It understands that the Warrant Shares have not been registered under the Securities Act or applicable state and

other securities laws and are being issued by reason of a specific exemption from the registration provisions of the Securities Act and

applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment

intent and the accuracy of its representations as expressed herein.

d)

Transfer Restrictions. The Holder acknowledges and understands that (i) transfers of the Warrant Shares are subject to transfer

restrictions under the federal securities laws and (ii) it may have to bear the economic risk of this investment for an indefinite period

of time unless the Warrant Shares are subsequently registered under the Securities Act and applicable state and other securities laws

or unless an exemption from such registration is available.

(e)

Beneficial Ownership Limitation. The Holder certifies that after giving effect to the issuance of shares of Common Stock issuable

pursuant to this Notice of Exercise, the number of shares of Common Stock the Holder will own will not exceed the Beneficial Ownership

Limitation.

Name

of Registered Owner: __________________________________________________________________________

Signature

of Authorized Signatory of Registered Owner: ____________________________________________________

Name

of Authorized Signatory: _______________________________________________________________________

Title

of Authorized Signatory: ________________________________________________________________________

Date: ___________________________________________________________________________________________

EXHIBIT

B

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Dated:

_______________ __, ______

Holder’s

Signature: _______________________________

Holder’s

Address: ________________________________

EX-16.1

EX-16.1

Filename: ex16-1.htm · Sequence: 8

Exhibit

16.1

UHY

LLP

uhy-us.com

Securities

and Exchange Commission

100

F Street, N.E.

Washington,

D.C. 20549

We

have read the statements made by Host Digital Inc., (formerly known as Healthy Choice Wellness Corp.) under Item 4.01 of Form 8-K which

we understand will be filed with the Securities and Exchange Commission on or soon after September 17, 2026 in regard to its change

in auditors. We agree with the statements made regarding our firm contained in the paragraph within Item 4.01 “Dismissal of UHY

LLP.” We have no basis to agree or disagree with other statements of Healthy Choice Wellness Corp. contained therein.

/s/

UHY LLP

Hudson,

New York

September

17, 2026

EX-21.1

EX-21.1

Filename: ex21-1.htm · Sequence: 9

Exhibit 21.1

Subsidiaries

of Host Digital Inc.

Subsidiary

Jurisdiction

Host

Digital Infrastructure LLC

Delaware

10X

East Tulsa LLC

Delaware

T20

Mining Group LLC

Oklahoma

T20

Manufacturing LLC

Oklahoma

Healthy

Choice Markets, Inc.

Florida

Healthy

Choice Markets 2, LLC

Florida

Healthy

Choice Markets 3, LLC

Florida

Healthy

Choice Markets IV, LLC

Florida

Healthy

Choice Markets V, LLC

Florida

Healthy

Choice Markets VI, LLC

Florida

Healthy

Choice Wellness, LLC

Florida

Healthy

U Wholesale, Inc.

Florida

The

Vitamin Store, LLC

Florida

Healthy

Choice Wellness II, LLC

Florida

EX-23.1

EX-23.1

Filename: ex23-1.htm · Sequence: 10

Exhibit

23.1

CONSENT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We

hereby consent to the incorporation by reference in this Registration Statement on Form 8-K of our report dated March 16, 2026 related

to the consolidated financial statements appearing in the Annual Report on Form 10-K of Healthy Choice Wellness Corp. for the years ended

December 31, 2025 and 2024.

Our

report on Healthy Choice Wellness Corp.’s consolidated financial statements includes an emphasis of matter paragraph related to

Healthy Choice Wellness Corp.’s recurring losses from operations and its net working capital deficit, and management’s plans

to mitigate these matters.

/s/

UHY LLP

Hudson,

New York

September

17, 2026

EX-23.2

EX-23.2

Filename: ex23-2.htm · Sequence: 11

Exhibit

23.2

CONSENT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We

consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333-291258) and Form S-8 (File Nos. 333-288839

and 333-294339) of Host Digital Inc. (formerly known as Healthy Choice Wellness Corp.) of our report dated May 29, 2026, which included

an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit on the consolidated

financial statements of Host Digital Infrastructure LLC as of January 31, 2026 and for the period from July 8, 2025 (inception) through

January 31, 2026 appearing in this Current Report on Form 8-K.

/s/ Carr, Riggs & Ingram, L.L.C.

Palm

Beach Gardens, Florida

September

17, 2026

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 12

Exhibit 99.1

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HOST DIGITAL INFRASTRUCTURE LLC

The

following discussion should be read together with Host Digital Infrastructure LLC’s (the “Company”, “we”,

“our” and “us”) financial statements and the related notes included elsewhere in this Current Report on Form

8-K. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions, including those described

under “Risk Factors” and elsewhere in this Current Report on Form 8-K. Actual results may differ materially. Except as required

by law, the Company undertakes no obligation to update any forward-looking statements.

Overview

The

Company is a development-stage entity with no material revenue from operations. The Company was organized to develop, own and operate

large-scale data center campuses in the United States serving high-performance computing and artificial intelligence workloads. The Company

has no significant operating history. The Company’s continuing operations did not generate revenue during the periods presented.

The

Company’s initial project is expected to be the development of an approximately 45+ megawatt data center campus in Northeast Oklahoma

(the “Project Facility”), comprising 45+ megawatts of contracted power capacity, related electrical

equipment, and an 80,000+

square foot building under an exercised acquisition option. In the event that the Company does not complete the acquisition of the Project

Facility, the Company may instead pursue the lease or acquisition of one or more other facilities with similar power output and other

characteristics to the Project Facility.

In

February 2026, we acquired T-20 Mining LLC (“T-20”), a Delaware limited liability company that held an Electric Service Agreement

(“ESA”) with the applicable utility provider for the Project Facility’s location. The ESA provides us with a contractual

right to a specified level of electrical power capacity at the Project Facility, a critical infrastructure asset for the Project Facility

to be used as a data center by the tenant as discussed below. The acquisition of T-20 was undertaken specifically to secure power access

at the Project Facility and is directly related to our intended use of the Project Facility.

On

August 7, 2026, we entered into a 15-year lease with one of the world’s largest privately held cloud infrastructure companies,

pursuant to which we will provide 43 MW of critical IT load capacity at the Project Facility (the “Lease”). The Lease is

structured on a take-or-pay basis, which is expected to be backstopped by an investment-grade technology company, with aggregate base-term

contracted rent of approximately $1.25 billion, inclusive of 3% annual escalators. The Lease may be renewed for a total Lease term of

30 years. The Project Facility is not currently generating revenue and the Lease is expected to commence in the first quarter of 2027,

which is when we expect to deliver to the tenant the Project Facility.

This

lease strengthens our ability to obtain project financing for the acquisition of the Project Facility and supports management’s

plans to address the going concern uncertainty (see Note 1 — Organization and Nature of Operations and Note 2 — Going Concern

to the Company’s unaudited condensed consolidated financial statements for the three and six months ended July 31, 2026 included

elsewhere in this Current Report on Form 8-K).

The

Company will not commence material revenue-generating operations until, at the earliest, a lease has been executed, construction of the

Project Facility or another similar facility has been completed and the tenant has occupied the property. As of the date of this filing

the Company has executed the Lease, but neither of the other steps has occurred.

Plan

of Operations

Because

the Company has not commenced material revenue-generating operations, its principal activities for the foreseeable future will consist

of: (i) closing the contemplated project financing described below; (ii) completing construction and commissioning of the Project Facility;

(iii) achieving tenant occupancy and lease commencement at the Project Facility; and (iv) advancing site control, utility arrangements,

customer dialogue and design work across future developments. The timing and achievement of each of these milestones is subject to a

number of risks and uncertainties, including construction risk, supply-chain availability for long-lead-time equipment, utility delivery

risk, anchor tenant negotiation risk, the timing of the project financing, and capital markets conditions.

Results

of Operations

We

have not generated material revenue from operations during any period presented and do not expect to generate material revenue until,

at the earliest, the prospective anchor tenant has executed a lease, occupied the Project Facility and commenced rent payments, of which

only execution of the Lease has occurred. The Company’s operating expenses to date have consisted principally of (i) general and

administrative expenses, including legal, accounting, audit and tax-advisory fees, (ii) project pre-development costs (including engineering,

environmental, surveying, permitting, power costs, and pre-construction expenses), (iii) compensation expense, and (iv) costs of pursuing

its public listing and the contemplated project financing.

Liquidity

and Capital Resources

The

Company’s activities to date have been funded principally through sponsor equity and related-party advances. We have not generated

material cash from operations during any period presented. As of January 31, 2026, the Company had no cash and incurred a net loss of

$518,705. In addition, the Company had net cash used in operations of $1,208,046 and a working capital deficit of $1,195,242 as of January

31, 2026. As of July 31, 2026, the Company had no cash and incurred a net loss of $3,703,223 and $5,039,396 as of the three and six

months ended July 31, 2026, respectively. In addition, the Company had net cash used in operations of $480,181 and a working capital

deficit of $27,465,029 as of the six months ended July 31, 2026.

The

Company expect its principal future sources of liquidity to be (i) the net proceeds of a contemplated project financing the proceeds

of which would fund the balance of the development and construction costs at the Project Facility, together with a debt service reserve

and cost-overrun protection; (ii) continued sponsor or affiliate funding; and (iii) following tenant occupancy, contracted cash flows

under the Lease. The pricing and closing of the contemplated project financing is dependent on, among other things, prevailing capital

markets conditions, interest rates, and the overall progress of the Project Facility’s development. There can be no assurance that

the financing will be completed on the contemplated terms, or at all.

Off-Balance

Sheet Arrangements

As

of the date of this filing, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have,

a current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources that

is material to investors.

Critical

Accounting Policies and Estimates

The

preparation of the Company’s financial statements in accordance with U.S. generally accepted accounting principles requires management

to make estimates, judgments and assumptions. The Company considers the following to be its critical accounting policies:

Business

Combination Accounting

The

Merger was accounted for as a reverse acquisition under GAAP in accordance with Accounting Standards Codification Topic 805, Business

Combinations. We were identified as the accounting acquirer because its former members hold a majority of the voting rights in the

combined entity, designate a majority of the board of directors, and appoint senior management. Host Digital Inc. (f/k/a Healthy Choice

Wellness Corp.) was the accounting acquiree. Under the acquisition method of accounting, the assets and liabilities of Host Digital Inc.

will be recorded at their estimated fair values as of the acquisition date, and any excess of the purchase price over the fair value

of the net assets acquired will be recorded as goodwill. The assets and liabilities of the Company will be carried over at their historical

carrying values, as the combined entity is a continuation of the Company’s financial statements.

Asset

Acquisition Accounting

The

Company accounts for acquisitions of assets or groups of assets that do not meet the definition of a business under ASC 805, Business

Combinations, as asset acquisitions in accordance with ASC 805-50, Business Combinations — Related Issues.

Under

the asset acquisition model, the total cost of the acquisition, including direct and incremental transaction costs (such as legal, valuation,

and due diligence fees), is allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values.

No goodwill is recognized in an asset acquisition. The cost of the acquisition is allocated to the individual assets and liabilities

based on their relative fair values at the acquisition date.

Transaction

costs directly attributable to the acquisition are capitalized as part of the cost of the assets acquired. The Company determines the

fair value of acquired assets using appropriate valuation techniques, which may include income approaches (e.g., discounted cash flow

models), market approaches, or cost approaches, depending on the nature of the assets.

Going

Concern

The

Company has evaluated its ability to continue as a going concern for at least twelve months from the issuance of its consolidated financial

statements. The ability of the Company to continue its operations is dependent on management’s plans, which include the raising

of capital through debt and/or equity markets, including as a result of the Company’s access to public capital markets as a result

of the Merger, with some additional funding from other traditional financing sources, including pursuing project financing, until such

time that funds provided by operations are sufficient to fund working capital requirements. The Company also believes that execution

of the Lease strengthens the Company’s ability to obtain project financing in connection with development of the Project Facility

and supports management’s plans to address the going concern uncertainty.

The

future viability of the Company is dependent on its ability to raise additional capital to finance its operations, which is uncertain.

The Company has concluded that there is substantial doubt about its ability to continue as a going concern for at least one year after

the date that the consolidated financial statements are issued.

For

further discussion on the Company’s ability to continue as a going concern, see Note 2 to the Company’s financial statements

included elsewhere in this Current Report on Form 8-K.

Recent

Accounting Pronouncements

For

a discussion of recently issued accounting pronouncements that may affect the Company, see Note 3 to the Company’s financial statements

included elsewhere in this Current Report on Form 8-K.

EX-99.2

EX-99.2

Filename: ex99-2.htm · Sequence: 13

Exhibit

99.2

INFORMATION

ABOUT HOST DIGITAL INC.

Unless

the context otherwise requires, references to “Host Digital”, the “Company”, “we”, “our”

and “us” refers to Host Digital Inc. and its consolidated subsidiaries following the completion of its merger with Host Digital

Infrastructure LLC, unless otherwise indicated.

Business

Overview

We

are a pure-play vertically integrated digital infrastructure platform, serving as owner and operator of institutional quality data centers

in the United States, focused on supporting artificial intelligence (“AI”) and high-performance computing (“HPC”)

workloads. Our strategy is focused aggregation and control of powered assets, with a mix of on-grid (controlled with long term power

purchase agreements with the utility) and behind-the-meter or private grid power. We plan to integrate power procurement, site development

and delivery of fully commissioned data centers on both a powered-shell and turnkey basis, and contract our capacity to Tier 1, AI compute

and enterprise customers under long-term lease arrangements with credit-enhanced counterparties.

We

partner with our sponsor, Host Infrastructure Holdings LLC (“Sponsor”), pursuant to a Preferential Rights Agreement whereby

our Sponsor provides us with an exclusive right of first offer and right of first refusal to acquire key assets being developed by our

Sponsor to be contributed to a public company, which we believe will help support our growing data center platform. Under the Preferential

Rights Agreement, for 24 months we will have priority with respect to acquisitions of all data center assets being acquired and developed

by our sponsor and its affiliates.

Our

team is highly experienced with building digital infrastructure platforms, both at the data center level and in the capital markets,

led by Chief Executive Officer Harmol Samra, who in his previous roles at ICONIQ Capital and Starwood Capital helped build large real

estate and data center platforms. During his time at ICONIQ, he helped build one of the largest digital infrastructure development platforms

in the world, IPI, prior to its sale to Blue Owl, and Chairman Shawn Matthews, the former CEO of Cantor Fitzgerald.

Following

the Merger (as defined below), our legacy natural and organic grocery retail operations continue as a division of the combined company.

Through our subsidiaries, these operations include Ada’s Natural Market, Paradise Health & Nutrition, Mother Earth’s

Storehouse, Green’s Natural Foods, Ellwood Thompson’s and GreenAcres Market, as well as our online vitamin, supplement and

personal care products business operated through Healthy U Wholesale, Inc.

Recent

Developments

Closing

of the Merger with Host LLC

On

September 17, 2026, we completed our previously announced business combination with Host Digital Infrastructure LLC (“Host

LLC”) pursuant to the Agreement and Plan of Merger, dated as of May 27, 2026 (the “Merger Agreement”), by and among

the Company, Host LLC and our wholly owned subsidiary, Healthy Choice Wellness II Corp. (“Merger Sub”). Pursuant to the Merger

Agreement, Merger Sub merged with and into Host LLC, with Host LLC surviving as our wholly owned subsidiary (the “Merger”).

In connection with the Merger, the outstanding equity interests of Host LLC were converted into the right to receive shares of our Class

A common stock, par value $0.001 per share (the “Common Stock”) and/or pre-funded warrants to purchase shares of our Common

Stock, in each case, in accordance with the terms of the Merger Agreement.

In

connection with the closing of the Merger, we changed our corporate name from “Healthy Choice Wellness Corp.” to “Host

Digital Inc.”, effective as of September 17, 2026.

Reverse

Stock Split

On

August 27, 2026, our board of directors (the “Board”) approved a one-for-35 reverse stock split of our Common Stock (the

“Reverse Stock Split”), following approval by our stockholders of an amendment to our certificate of incorporation authorizing

the Board to effect a reverse stock split at a ratio of up to and including one-for-100. The Reverse Stock Split became effective at

11:59 p.m., Eastern Time, on August 28, 2026, and our Common Stock began trading on a split-adjusted basis on the NYSE American at market

open on August 31, 2026. As a result of the Reverse Stock Split, every 35 shares of our Common Stock issued and outstanding immediately

prior to the effective time were automatically converted into one share of our Common Stock, without any change in the par value per

share. No fractional shares were issued in connection with the Reverse Stock Split; fractional shares otherwise issuable to a stockholder

were rounded up to the next whole share after aggregating all fractional shares issuable to such stockholder.

Unless

otherwise indicated, all share and per-share amounts presented herein have been adjusted to reflect the Reverse Stock Split.

Business

Strategy

Our

business strategy is focused on the development, acquisition, ownership, and operation of medium-to-large scale, power-advantaged data

centers with long-term contracted tenancy with Tier 1 clients. The key elements of our strategy are:

● Power-First

Site Sourcing. We prioritize sites with executed or executable power agreements,

with scalable capacity over its hold and access to long-duration, cost-competitive electricity

rates.

● Control

of Core Infrastructure. We seek to retain ownership or long-term control of key infrastructure

assets, including land, interconnection rights, executed utility service agreements, electrical

and cooling infrastructure and, where appropriate, on-site generation.

● Long-Term

Contracting with Strong Tenants. We seek to enter into leases with contracted rent

and market standard escalators, and renewal options, with credit support from credit-enhanced

counterparties.

● Phased,

Scalable Development. We aim to acquire campuses ready for phased build-out, aligned

with customer deployment schedules and power availability.

● Brownfield

Conversion Where Available. Where suitable, we may repurpose existing energized

industrial facilities and completed substation infrastructure to reduce development, interconnection

and ramp-up risk relative to greenfield development.

● Private

Grid / Behind the Meter Where Available. Wherever possible, we seek to augment grid

capacity with novel generation from a variety of power sources.

The

Project Facility – Northeast Oklahoma

On

November 25, 2025, we entered into a lease agreement (the “Property Lease”) for a facility located in northeastern Oklahoma

(the “Project Facility”), with Host LLC as lessee and the current owner as lessor. Pursuant to the Property Lease, we have

the right to occupy and prepare the Project Facility for data center development. The annual base rent under the Property Lease is $495,581.

In addition, we are responsible for ongoing monthly expenses of approximately $6,500 under the Property Lease. On March 26, 2026, we

exercised the purchase option contained in the Property Lease, which gives us the right to purchase the Project Facility. The purchase

agreement was executed in June 2026, which also reflects the exercise of our option to purchase the Project Facility’s parking

lot. The purchase price for the Project Facility, inclusive of the parking lot, under the purchase agreement is $27.7 million. Host Digital

expects to complete the acquisition by September 26, 2026.

On

August 7, 2026, we entered into a 15-year lease with one of the world’s largest privately held cloud infrastructure companies,

pursuant to which we will provide 43 MW of critical IT load capacity at the Project Facility (the “Lease”). The Lease is

structured on a take-or-pay basis, and is expected to be supported by a backstop from an investment-grade technology company, which backstop

has not yet taken effect and is subject to the completion of our anticipated project financing, with aggregate base-term contracted rent

of approximately $1.25 billion, inclusive of 3% annual escalators. The Lease may be renewed for a total Lease term of 30 years. The Project

Facility is not currently generating revenue and the Lease is expected to commence in the first quarter of 2027, which is when we expect

to deliver to the tenant the Project Facility.

The

service level agreement (the “SLA”) with the tenant is in line with market standards. The SLA provides significant monthly

abatements in the event of outages of significant duration (with abatements ranging from 10% of monthly rent for the affected racks to

100% depending on the cumulative duration of the outage). Total rent abatements payable on account of service level failures in any given

calendar month are capped at 100% of the monthly base rent payable in such calendar month (i.e. base rent abatements are not compounding

or cumulative across multiple months).

Development

Pipeline and Preferential Rights Agreement

Our

initial asset is the development of the Project Facility, which we acquired through the Merger. Separately our Sponsor holds or controls

a pipeline of additional data center development opportunities held in project site acquisition subsidiaries (each, a “Project

Subsidiary”). We do not own these Project Subsidiaries. Currently, the Sponsor’s pipeline consists of sites with an aggregate

of approximately 450 MW at various and preliminary stages of development and site control across multiple markets, certain of which are

associated with prospective or signed tenant arrangements.

In

connection with the Merger, we entered into a Preferential Rights Agreement with the Sponsor. Under the agreement, if the Sponsor markets

or determines to contribute, sell, or otherwise dispose of a Project Subsidiary to a public company vehicle, we have a right of first

offer to acquire that Project Subsidiary (exercisable within 30 days), and if the Sponsor receives an unsolicited third-party offer it

desires to accept, we have a right of first refusal to acquire that Project Subsidiary on the same terms (exercisable within five days).

The Sponsor is not obligated to develop, retain, or contribute any Project Subsidiary, and if we do not exercise our rights, the Sponsor

may transact with third parties. The agreement expires on the second anniversary of its effective date. Because the Sponsor is controlled

by, among others, our chief executive officer and one of our stockholders who owns a substantial interest in our company, we have determined

that the Preferential Rights Agreement is a related-party arrangement. See “Risk Factors” and “Certain Relationships

and Related Person Transactions” below. Because the assets in the Sponsor’s pipeline are owned by the Sponsor and not by

us, and our ability to acquire these assets is subject to the Preferential Rights Agreement. Neither the Preferential Rights Agreement

nor any other agreement prohibits us from acquiring, owning, or developing data center projects on our own or with parties other than

the Sponsor.

The

base price of our initial asset was $425 million under the Merger Agreement. Newmark, a third-party firm that, in part, provides valuations,

provided an indicated valuation range for the Northeast Oklahoma facility of approximately $676 million to $954 million, based on an

indicated capitalization rate range of 5.0% to 6.5%. The negotiated base price represents an implied discount of approximately 48% to

the midpoint of that indicated range. The Newmark indicated valuation is an estimate based on assumptions and does not represent an offer

to purchase or a determination of fair value; there can be no assurance that we would realize the indicated value upon a sale, financing,

or otherwise. See “Risk Factors” below.

We

intend to fund the $27.7 million purchase price following the closing of the Merger through project financing in connection with the

development of the Project Facility from one or more lenders, the terms of which are currently being negotiated. There can be no assurance

that project financing will be available on acceptable terms or within the time required to complete the acquisition by September 26,

2026. In the event the acquisition of the Project Facility is not consummated by September 26, 2026, for any reason, we have the right

to request two additional 30-day extensions of the purchase option deadline from the seller, if required. Our acquisition of the Project

Facility is at our option, and we are under no obligation to consummate the acquisition or to obtain project financing. The scheduled

closing date under the purchase agreement is October 1, 2026, and we have the unilateral right, exercisable by delivery of notice to

the seller prior to the then-scheduled closing date, to extend the closing date for two consecutive 30-day periods. If we do not obtain

project financing on acceptable terms prior to the extended closing date and the acquisition of the Project Facility is not consummated,

we would be in breach of the purchase agreement and could be subject to claims by the seller for damages or specific performance, and

could forfeit any deposit paid in connection with the purchase agreement. Any such claim, if successful, could adversely affect our liquidity

and ability to develop the Project Facility. If the acquisition of the Project Facility is not consummated, we would continue to hold

our rights as lessee under the Property Lease, which has approximately five years of remaining term, and would continue to own the Electric

Service Agreement (as defined below) and the adjacent land we acquired for approximately $33.5 million, each of which would remain available

to support our operations and our performance of our obligations under the Lease, irrespective of whether we consummate the acquisition

of the Project Facility.

Development

and Construction. The Project Facility consists of an existing building that will be retrofitted and built out as a data center

for artificial intelligence and/or high-performance computing in accordance with specifications agreed to with the Tenant. The majority

of the required construction will occur within the existing building structure. The Project Facility is expected to be delivered as a

single phase. The estimated cost of the required buildout and the anticipated completion date are currently being finalized in coordination

with the Tenant’s design specifications, which are in the final stages of development.

Alternative

Facilities. The identification and evaluation of sites to be developed for use as an AI or HPC data center is part of the ordinary

course of our business as a digital infrastructure owner. As of the date hereof, no specific alternative facilities have been identified

or pursued as a replacement for the Project Facility. In the event that the acquisition of the Project Facility is not consummated for

any reason, we reserve the right to identify, acquire and/or develop one or more alternative facilities in the ordinary course of our

business development activities.

Acquisition

of T-20 Mining LLC. In February 2026, we acquired T-20 Mining LLC (“T-20”), a Delaware limited liability company

that held an Electric Service Agreement (“Electric Service Agreement”) with the applicable utility provider for the Project

Facility’s location, for an aggregate purchase price of approximately 33.5 million. The Electric Service Agreement provides us

with a contractual right to a specified level of electrical power capacity at the Project Facility, a critical infrastructure asset for

the Project Facility to be used as a data center by the Tenant. The acquisition of T-20 was undertaken specifically to secure power access

at the Project Facility and is directly related to our intended use of the Project Facility. For information regarding certain related-party

financing used in connection with the acquisition of T-20, see “Certain Relationships and Related Person Transactions” below.

Grocery

Operations. We operate full-service natural and organic grocery stores throughout six regional natural-foods banners:

Ada’s Natural Market, a full-service grocery store, and Greenleaf Grill, Ada’s flagship fast-casual in-store restaurant, serving

Fort Myers, FL; Greens Natural Foods stores in New Jersey and New York; Paradise Health & Nutrition, with locations in the

greater Melbourne, Florida area; Mother Earth’s Storehouse, located in Hudson Valley, NY; Ellwood Thompson’s, located in Richmond,

Virginia; and GreenAcres Market, with stores located in Oklahoma and Kansas. We have retail stores in Florida, New York, New Jersey,

Virginia, Kansas and Oklahoma. We consider these locations strategically important to our operations, serving key markets in the

Southeastern, Northeastern, and Midwestern United States. We offer high-quality products and brands, including an extensive

selection of widely recognized natural and organic food, dietary supplements, body care products, pet care products and books. We

operate our stores in compliance with National Organic Program standards, which restrict the use of certain substances for cleaning

and pest control and require rigorous recordkeeping, among other requirements. Our Grocery operating segment has been aggregated

with our Wellness operating segment into a single reportable segment under ASC 280, given their shared economic characteristics and

similarities in products sold, acquisition process, customer base, distribution methods and regulatory environment. Following

the Merger, our existing grocery retail operations continue to operate as a division of the combined company.

Power

Strategy

Our

power strategy emphasizes reliability, cost-competitiveness and responsible integration with regional electric grids. Across our identified

development opportunities, we target a meaningful share of capacity to be supported by behind-the-meter power resources, with the balance

served by contracted utility-supplied electricity. On our first asset, the power is supplied by Public Service Company of Oklahoma (PSO)

under the executed Electric Service Agreements described above; the project contemplates behind-the-meter generation for potential future

expansion.

Competition

The

market for digital infrastructure serving HPC and AI workloads is competitive. We compete with data center REITs, independent data center

developers and colocation providers, hyperscale cloud platforms (which also build their own data centers), infrastructure funds, AI cloud

providers and, in certain cases, digital asset miners with energized infrastructure suitable for HPC use. Principal competitive factors

include site and power availability, delivered power economics, speed to market, execution capability, access to capital and customer

relationships. Many of our competitors have substantially greater financial, operational and technical resources than we do.

The

industry of our grocery and dietary supplement retail business is large, fragmented and highly competitive, with few barriers to entry.

Our competition varies by market and includes conventional supermarkets, independent health food stores, dietary supplement retailers,

drug stores, farmers’ markets, food co-ops, mail order and online retailers and multi-level marketers. These businesses compete

with our grocery and dietary supplement retail business segment for customers on the basis of price, selection, quality, customer service,

shopping experience or any combination of these or other factors. They also compete with us for products and locations. In addition,

some of our competitors are expanding to offer a greater range of natural and organic foods. We believe our commitment to carrying only

carefully vetted, affordably priced and high-quality natural and organic products and dietary supplements, as well as our focus on providing

nutritional education, differentiate us in the industry and provide a competitive advantage.

Regulation

Regulation

in the industry is evolving and we are or may become subject to a variety of federal, state and local laws, rules and regulations, and

moratoria applicable to data center development, the supply and use of electricity, grid interconnection, environmental compliance, land

use and zoning. The Project is served by PSO, a regulated electric utility subsidiary of American Electric Power Company, Inc., operating

within the Southwest Power Pool. Power supply, capacity and tariff arrangements at the Project Facility are subject to oversight by the

Oklahoma Corporation Commission and, where applicable, the Federal Energy Regulatory Commission. To the extent we develop on-site generation

or storage at any site, additional federal, state and local permitting, environmental and reliability requirements may apply.

In operating our full-service natural and organic

grocery stores and dietary supplement stores, we work with reputable suppliers we believe comply with established regulatory and industry

standards, and our purchasing department requires a complete supplier and product profile as part of our approval process. Our dietary

supplement suppliers are expected to follow FDA current good manufacturing practices, supported by quality assurance testing of both

base ingredients and finished products. We operate our stores in accordance with National Organic Program requirements, which restrict

certain substances used in cleaning and pest control and impose detailed recordkeeping obligations. We sell meat naturally raised without

hormones, antibiotics or treatments and that were not fed animal by-products, and we primarily sell USDA certified organic produce. Many

of our suppliers are inspected and certified under the USDA National Organic Program, along with voluntary industry associations and

other third-party auditing programs covering ingredients, manufacturing, and handling standards.

Human

Capital Resources

As

of the date hereof, we have approximately 442 employees.

Our operations are conducted by our senior leadership team and a small number of additional employees and contractors. Day-to-day construction,

commissioning and ongoing facility operations at the Project are performed by nationally recognized and highly experienced third-party

partners under contractual arrangements. We expect to expand our internal capabilities across power, development, operations, finance

and capital markets as our platform scales.

Cybersecurity

We

are in the process of designing a cybersecurity program covering our information systems and operational technology, including administrative,

physical and technical controls and incident response procedures. Under the Lease, the Tenant is responsible for the deployment, configuration

and information security of its compute hardware. Site-level monitoring of electrical and mechanical systems at the Project Facility

is supported by our third-party operations partner.

Properties

Our

principal property is the Project Facility, described under “The Project Facility — Northeast Oklahoma” above. We lease

our corporate headquarters.

Our

grocery and dietary supplement retail business operates from numerous facilities in Florida, Virginia, New York, New Jersey, Kansas and

Oklahoma. These leased facilities include our office location, warehouse and retail stores. In addition to real estate leases, the Company

also leases mission-critical data center equipment under a long-term finance lease to support its corporate and store operations. As

of the date hereof, we had 19 retail stores in Florida, New York, New Jersey, Virginia, Kansas and Oklahoma, which aggregate approximately

181,000 square feet, all of which are leased by our grocery stores.

Insurance

We

maintain property and casualty insurance for the Project Facility consistent with industry practice for assets of this type, including

replacement-cost all-risk property coverage, builder’s risk coverage during construction, general liability coverage and other

customary lines, including cyber liability. We review coverage levels periodically and adjust them in consultation with our insurance

advisors.

Environmental

and Power Considerations

Our

approach to environmental and energy considerations is grounded in responsible infrastructure design, operational efficiency, and reliable

integration with regional electric grids. We develop and operate digital infrastructure on existing industrial and energy sites, prioritizing

reuse of legacy assets and minimizing incremental land disturbance.

Our

data center campuses are engineered to support high-density, mission-critical compute while emphasizing efficient power utilization,

advanced cooling architectures, and resilient electrical design. These facilities are designed to operate with a range of long-duration

power resources, including grid-supplied electricity and, where appropriate, on-site generation.

Our

environmental focus is centered on disciplined development, efficient operations, and long-term infrastructure stewardship rather than

reliance on any single energy source or environmental attribute.

Corporate

Information

Host

Digital Inc. (f/k/a Healthy Choice Wellness Corp.) was incorporated in the State of Delaware on September 26, 2022. As of the date hereof,

our Common Stock trades on the NYSE American under the symbol “HCWC”. The symbol for our Common Stock will change to “HOST,”

effective at the opening of trading on September 18, 2026.

Our

principal executive offices are located at 3800 North 28th Way, Hollywood, Florida 33020, and our telephone number is (305) 600-5004.

Our corporate website address is https://www.hostdigital.ai/. The information contained on or accessible through our website is

not a part of this filing, and the inclusion of our website address in this filing is an inactive textual reference only.

RISK

FACTORS

You

should carefully consider the following risk factors. These risk factors are not exhaustive, and investors are encouraged to perform

their own investigation with respect to our business. The occurrence of one or more of the events or circumstances described in these

risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to realize the anticipated

benefits of the Merger (as defined below), and may have a material adverse effect on the combined company and its financial condition

or results of operations going forward. The risks discussed below may not prove to be exhaustive and are based on certain assumptions

made by us which later may prove to be incorrect or incomplete. We may face additional risks and uncertainties that are not presently

known to us, or that are currently deemed immaterial, which may also impair their business or financial condition.

You

should also read and consider the risk factors specific to our pre-Merger business and operations that will affect the combined company

after completion of the Merger. These risks are described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December

31, 2025.

For

purposes of this section, references to “the Company”, “Host Digital”, “we”, “our” and

“us” are to Host Digital Inc. (f/k/a Healthy Choice Wellness Corp.) and its subsidiaries.

Risks

Related to the Merger

The

market price of our Common Stock following the Merger may decline as a result of the Merger.

On

September 17, 2026 (the “Closing Date”), we completed the previously announced Merger pursuant to the Agreement

and Plan of Merger (the “Merger Agreement”) dated May 27, 2026, by and among the Company, Healthy Choice Wellness II Corp.,

a Delaware corporation and wholly owned subsidiary of HCWC (“Merger Sub”), and Host LLC. On the Closing Date, pursuant to

the Merger Agreement and on the terms and conditions set forth therein, Merger Sub merged with and into Host LLC, with Host LLC surviving

the Merger as a wholly owned subsidiary of the Company (the “Merger”). In connection with the Merger, all of the Common Units

and Preferred Units of Host Digital, in each case as defined in that certain Amended and Restated Limited Liability Company Agreement

of Host LLC, dated effective as of February 13, 2026, outstanding immediately prior to the effective time of the Merger (the “Effective

Time”), were converted into the right to receive shares of Class A common stock, par value $0.001 per share, of the Company (the

“Common Stock”), or pre-funded warrants (“Pre-Funded Warrants”) to purchase Common Stock at an exercise price

of $0.001 per share, in lieu of such shares of Common Stock.

The

market price of our Common Stock may decline as a result of the Merger for a number of reasons including if:

● investors

react negatively to the prospects of the combined company’s business and financial

condition following the Merger;

● the

effect of the Merger on the combined company’s business and prospects is not consistent

with the expectations of financial or industry analysts; or

● the

combined company does not achieve the perceived benefits of the Merger as rapidly or to the

extent anticipated by financial or industry analysts.

Our

stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with

the Merger.

If

we are not able to realize the strategic and financial benefits currently anticipated from the Merger, our pre-Merger stockholders and

the Host LLC members will have experienced substantial dilution of their ownership interests in their respective companies without receiving

the expected commensurate benefit, or only receiving part of the commensurate benefit to the extent that the combined company is able

to realize only part of the expected strategic and financial benefits currently anticipated from the Merger.

We

may be unable to obtain project financing on acceptable terms within the timeframe required to consummate the acquisition of the Project

Facility (as defined below), which could delay or prevent the development of the Project Facility.

The

purchase price for the Project Facility, inclusive of the parking lot, is $27.7 million, which we intend to fund through project financing

from one or more lenders in connection with the development of the Project Facility following the closing of the Merger. As of July

31, 2026, we had current assets of approximately $1,047,940 and had no committed financing facility in place for the acquisition of the

Project Facility. Our ability to obtain project financing on acceptable terms will depend on a number of factors outside our control,

including general credit market conditions, lender appetite for early-stage digital infrastructure development projects, interest rates,

and the overall progress of the Project Facility’s development. There can be no assurance that we will be able to obtain project

financing on acceptable terms, or at all. We must complete the acquisition of the Project Facility by September 26, 2026 pursuant to

our purchase option under the Property Lease. We have the right to request two additional 30-day extensions of the purchase option deadline

from the seller, if required. If we unable to consummate the acquisition of the Project Facility pursuant to its purchase option, it

could adversely affect the timing and scale of the Project Facility’s development, or it could prevent the development of the Project

Facility.

We

do not own the development pipeline attributed to our Sponsor, and our Sponsor is under no obligation to contribute any of those assets

to us.

The

data center projects and development opportunities described as our “pipeline” are owned or controlled by Host Infrastructure

Holdings LLC, an entity formed and controlled by the founders of Host LLC (the “Sponsor”), and are not owned by us. Under

the Preferential Rights Agreement, we have a right of first offer and a right of first refusal with respect to the Sponsor’s project

site acquisition subsidiaries (each, a “Project Subsidiary”). The Sponsor is under no obligation to develop, retain, market,

or contribute any Project Subsidiary to us, may elect not to pursue or to abandon any project, and may dispose of Project Subsidiaries

to third parties if we do not exercise our rights. As a result, none of the pipeline assets may ever be contributed to or acquired by

us, and you should not assume that we will acquire any of them or realize any revenue, EBITDA, or other results attributed to them.

Our

preferential rights are limited, and we may be unable to acquire Project Subsidiaries on favorable terms or at all.

Our

rights under the Preferential Rights Agreement are limited to a right of first offer, exercisable within 30 days after the Sponsor markets

or determines to contribute a Project Subsidiary, and a right of first refusal, exercisable within five days after the Sponsor receives

an unsolicited third-party offer it desires to accept. The valuation and other terms of any proposed transaction are proposed by the

Sponsor or a third party. If we do not timely exercise our rights, or if we fail to consummate a transaction within the prescribed period,

the Sponsor may sell the applicable Project Subsidiary to a third party, and our rights with respect to that Project Subsidiary will

not be reinstated. The Preferential Rights Agreement expires on the second anniversary of its effective date, after which we will have

no contractual rights with respect to the Sponsor’s pipeline. Accordingly, our preferential rights may not result in any acquisitions,

or in acquisitions on terms favorable to us, which may materially adversely impact our business and results of operations.

Our

relationship with the Sponsor presents conflicts of interest.

The

Sponsor is controlled by the founders of Host LLC,

some of whom also serve as executive officers and/or employees of, and hold substantial equity interests in, the Company, including our

chief executive officer. As a result, the same persons effectively control both the Sponsor and, to a significant extent, the Company.

These persons will decide whether and when the Sponsor develops, markets, or contributes Project Subsidiaries, the valuation and terms

proposed to us, and whether to transact with us or with third parties, and they may have economic and other incentives that differ from,

or conflict with, the interests of our other stockholders. The Preferential Rights Agreement was not negotiated at arm’s length.

Any transaction under the Preferential Rights Agreement will be subject to review and approval by a committee of independent directors

in accordance with our related-person transaction policy; however, such procedures may not eliminate the conflicts described above.

We

will require substantial additional capital to exercise our preferential rights and to acquire and develop any Project Subsidiary.

Even

if we elect to acquire a Project Subsidiary, we will require substantial additional debt or equity financing to fund the acquisition

and the subsequent site acquisition, development, construction, and commissioning, which financing may not be available on acceptable

terms, or at all. Any such financing may be dilutive to our stockholders or increase our leverage and debt service obligations. For example,

if we elect to acquire a Project Subsidiary, we may use shares of our capital stock as some or all of the consideration for such acquisition,

which could cause immediate and significant dilution to our stockholders.

Absent

any such financing described above, we may be unable to fund an acquisition even where we wish to exercise our preferential rights.

Pipeline

information, including any projected capacity, contracted values, delivery dates, or any other financial metrics, is illustrative and

subject to significant uncertainty.

Any

information regarding the Sponsor’s potential development pipeline, including projected power capacity, in-service or delivery

dates, contracted values, and any projected financial metrics, is illustrative only, is based on assumptions and estimates that are inherently

uncertain, and does not represent our assets or results. These Project Subsidiaries are held or controlled by the Sponsor, and not by

us, and our ability to acquire these assets is subject to the Preferential Rights Agreement. The Project Subsidiaries are at varying

and preliminary stages of development; may not be subject to signed leases (and any leases may be terminated or may not commence); require

power, permitting, site control, construction, and financing that may not be obtained; and are subject to the risk that they are never

contributed to or acquired by us. Actual results may differ materially from any pipeline information, and you should not place undue

reliance on it.

The

negotiated base price for Host LLC reflects a discount to a third-party indicated valuation range that may not be realized.

Our

disclosure references an indicated valuation range for the Project Facility provided by Newmark of approximately $676 million to $954

million (based on an indicated capitalization rate range of 5.0% to 6.5%), and a negotiated base price of $425 million representing an

implied discount to that range. The indicated valuation is an estimate based on assumptions regarding capitalization rates, contracted

cash flows, development, and market conditions, any of which may prove incorrect. It does not represent an offer to purchase or a determination

of fair value, and we may be unable to realize the indicated value, or any premium to our negotiated base price, upon a sale, financing,

or otherwise. You should not rely on the indicated valuation range or the implied discount as an indication of the value of our Common

Stock.

The

credit support for our anchor lease has not yet taken effect, and we may not obtain investment-grade backstop or guaranty arrangements

if we do not consummate our project financing.

Our

Lease is described as backstopped by, or supported by the credit of, an investment-grade technology company. As of the date hereof, the

backstop arrangement has not yet taken effect and is subject to the completion of our anticipated project financing. There can be no

assurance that the backstop arrangement will commence, that any backstop provider will maintain an investment-grade rating, or that the

credit support will be sufficient. If the credit support is not obtained or proves inadequate, our exposure to the tenant’s credit,

the value of the Lease, and our ability to obtain project financing could be materially and adversely affected.

Our

Common Stock ownership is highly concentrated, and a small number of holders will control matters submitted to stockholders.

Following the Merger, our chief executive officer,

the other founders of Host LLC and other insiders hold a substantial majority of our outstanding common stock, with Mr. Samra and Mr.

Thomas each holding approximately 38%, and our directors and executive officers as a group holding approximately 76%. As a result,

these holders, acting together, will be able to control or significantly influence the outcome of matters submitted to our stockholders,

including the election of directors and the approval of significant transactions, and their interests may differ from those of our other

stockholders. This concentration of ownership may also limit the liquidity of, and adversely affect the market price of, our Common Stock.

Litigation

relating to the Merger could require us to incur significant costs and suffer management distraction.

We

could be subject to demands or litigation relating to the Merger, even after consummation. In the past, securities class action or shareholder

derivative litigation often follows certain significant business transactions, such as the announcement of a merger. Litigation is often

expensive and diverts management’s attention and resources, which could adversely affect our business. Insurance may not be sufficient

to cover all costs or damages related to this type of litigation.

The

unaudited pro forma financial information included in our filings may not necessarily reflect our operating results and financial condition

following the Merger.

The

unaudited pro forma condensed combined financial information (“pro forma financial information”) included in our filings

with the U.S. Securities and Exchange Commission (the “SEC”) is derived from separate historical consolidated financial statements

of the Company (pre-Merger) and Host LLC. The preparation of this pro forma financial information is based upon available information

and certain assumptions and estimates that we currently believe are reasonable. These assumptions and estimates may not prove to be accurate,

and this pro forma financial information does not necessarily reflect what the combined company’s results of operations and financial

position would have been had the Merger been completed on the relevant dates assumed and the assumptions and estimates were to prove

accurate, or what our results of operations or financial position will be in the future.

The

Merger could result in significant tax liability, and we may be obligated to indemnify HCMC for any such tax liability imposed on HCMC.

The

completion of the Merger was conditioned upon the receipt by us and Host LLC of (a) an opinion to the effect that, for U.S. federal income

tax purposes, the Merger qualified as a transaction under Section 351(a) of the Code (the “Merger Tax Opinion”), and (b)

an opinion to the effect that, among other things, for U.S. federal income tax purposes, the Merger did not affect the tax-free status

of certain prior transactions, including the Spin-Off (as defined below) (the “Spin-Off Tax Opinion”).

In rendering the Merger Tax Opinion and the Spin-Off

Tax Opinion, tax counsel relied on, among other things, (1) customary representations and covenants made by Host LLC, us, and Healthier

Choices Management Corp. (“HCMC”) and (2) specific assumptions. If any of those representations, covenants or assumptions

were inaccurate, or the facts upon which either the Merger Tax Opinion or the Spin-Off Tax Opinion were based were

materially different from the facts at the time of the transactions, the conclusions expressed in such opinions may be incorrect and

the transactions may not qualify (in whole or part) for tax-free treatment. Opinions of counsel are not binding on the IRS. As a result,

such conclusions therein could be challenged by the IRS, and if the IRS prevails in such a challenge, the consequences to us and our

stockholders could be materially less favorable than anticipated.

Furthermore,

HCMC announced on August 22, 2022 that its Board of Directors approved the separation of the grocery business, including wellness business,

into an independent, publicly traded company (the “Spin-Off”). Prior to the Spin-Off, we were a subsidiary under HCMC. On

September 13, 2024, after the NYSE American (“NYSEAM”) market closing, the Spin-Off of the Company business was completed.

On September 14, 2024, we became an independent, publicly traded company, and on September 16, 2024, our Common Stock commenced trading

on the NYSEAM under the stock ticker “HCWC.”

We and HCMC entered into a tax matters

agreement, dated as of December 11, 2023, governing the respective rights, responsibilities and obligations of us and HCMC after

the Spin-Off with respect to certain tax matters (the “Tax Matters Agreement”). The Tax Matters Agreement imposes certain

restrictions on us and its subsidiaries that are designed to preserve the tax-free status of the Spin-Off and certain related transactions.

The Merger was subject to these restrictions under the Tax Matters Agreement. In particular, under the Tax Matters Agreement, we were

not permitted to complete the Merger without the consent of HCMC, which consent was obtained subject to satisfaction of certain

conditions.

In particular, under the Tax Matters Agreement, the

Merger was permitted on the condition that we provided HCMC with an Unqualified Tax Opinion (as defined in the Tax Matters Agreement)

in form and substance satisfactory to HCMC in its sole and absolute discretion addressing the consequences of the Merger on the Spin-Off.

We delivered to HCMC, with respect to the Merger, the Spin-Off Tax Opinion, which was intended to be an Unqualified Tax Opinion.

HCMC has reviewed the Spin-Off Tax Opinion, accepted it as an Unqualified Tax Opinion, and consented to the completion of the Merger

under the Tax Matters Agreement. Notwithstanding our delivery of such Unqualified Tax Opinion, we remain obligated under the Tax Matters

Agreement to indemnify HCMC for certain tax liabilities imposed on HCMC as a result of the Merger.

Even if the Merger otherwise qualified generally

for non-recognition treatment under Section 351(a) of the Code, the Distribution (as defined in the Tax Matters Agreement) would be taxable

to HCMC (but not to our stockholders who received our stock in the Spin-Off) pursuant to Section 355(e) of the Code if one or

more persons acquire a 50% or greater interest (measured by vote or value) in the our stock or the stock of HCMC, directly or

indirectly, as part of a plan or series of related transactions that includes the Spin-Off. For this purpose, any acquisitions of our

or HCMC common stock within the period beginning two years before the Spin-Off and ending two years after the Spin-Off are presumed to

be part of such a plan, although we, HCMC, or Host LLC, as the case may be, may be able to rebut that presumption, depending on the facts

and circumstances. For purposes of this test, the Spin-Off Tax Opinion concluded that the Merger will not be treated as part of such

a plan. If the IRS determines that the Merger or other acquisitions of our Common Stock or HCMC common stock, either before or

after the Spin-Off, are part of a plan or series of related transactions that included the Spin-Off, such determination, if sustained,

could result in the recognition of a material amount of taxable gain by HCMC under Section 355(e) of the Code. In general, under the

Tax Matters Agreement, we are liable for any taxes imposed on, and certain related amounts payable by, HCMC that arise from the failure

of the Spin-Off, together with certain related transactions, to qualify as a tax-free transaction for U.S. federal income tax purposes

under Sections 355 and 368(a)(1)(D) and certain other relevant provisions of the Code, to the extent that the failure to so qualify is

attributable to actions, events or transactions relating to our Common Stock or assets or business (such as the Merger), or a breach

of relevant representations or covenants made by us in the Tax Matters Agreement.

In addition, changes in tax law could adversely affect the intended tax

treatment of the completed Merger or could adversely affect the ability to rely on the Merger Tax Opinion and Spin-Off Tax Opinion.

The

Merger may have resulted in the termination of any consolidated group of which were the common parent.

For

certain U.S. federal income tax purposes, the Merger may constitute a “reverse acquisition” described in Treasury Regulations

Section 1.1502-75(d)(3). As required under these regulations, for certain consolidated return compliance following the Merger, Host Digital

may calculate and file consolidated tax returns as though Host LLC is the parent of the consolidated group of which we are a part. In

addition, the Merger may result in the termination of any U.S. affiliated group as defined in Section 1502 of the Code of which we are

the common parent, in accordance with Treasury Regulations Section 1.1502-75(d). Such termination may have a range of U.S. federal income

tax consequences, including costs or expenses associated with modifying or otherwise preparing certain tax returns.

Our

ability to use net operating losses (“NOLs”), research and development tax credits and other tax attributes to offset future

taxable income may be subject to certain limitations.

In

general, under Sections 382 and 383 of the Code, a corporation that undergoes an “ownership change” is subject to limitations

on its ability to utilize certain pre-change NOLs, tax credits, or or other tax attributes to offset future taxable income or taxes.

For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more stockholders or groups of

stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest

ownership percentage within a specified testing period. We have not conducted a study to assess whether a change of control has occurred

or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such

a study. The Merger is expected to have constituted an ownership change with respect to us and accordingly our utilization of our NOLs,

research and development tax credit carryforwards and other tax attributes would be subject to an annual limitation under Section 382

of the Code. Any limitation may result in expiration of a portion of the NOLs, research and development tax credit carryforwards or other

tax attributes before utilization. In addition, NOLs, tax credits or other tax attributes may also be impaired under state law. Accordingly,

we may not be able to utilize a material portion of certain NOLs, tax credits, or other tax attributes. Future changes in our stock ownership,

some of which may be outside our control, could result in additional ownership changes and could further limit our ability to utilize

these tax attributes.

Our

shares of Common Stock and Company Units of Host LLC may constitute a United States real property interest before or after the Merger.

Our

shares of Common Stock and the Company Units previously outstanding in Host LLC may have constituted a United States real property interest

(a “USRPI”) by reason of Host LLC’s status as a “United States real property holding corporation” as such

term is defined in Section 897(c) of the Code (a “USRPHC”), at any time within the shorter of the five-year period preceding

the Merger or a non-U.S. Holder’s holding period with respect to the applicable shares of Host Digital (the “Relevant

Period”). Generally, a corporation is a USRPHC if the fair market value of its USRPIs equals or exceeds 50% of the sum of the fair

market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. We believe that

prior to the Merger, neither the Company nor Host LLC was a USRPHC during the Relevant Period. However, because the determination of

whether an entity is a USRPHC depends on the fair market value of its U.S. real property interests relative to the fair market value

of its other business assets, and because the determination of whether certain assets constitute U.S. real property interests may be

uncertain, there can be no assurance that the Company or Host LLC was not a USRPHC, whether before or after the Merger. If Host LLC was

a USRPHC during the Relevant Period, we would have been required to withhold and remit to the IRS tax in respect of the Merger Consideration

paid to non-U.S. Holders of Company Units. Host LLC believed it was not a USRPHC and, as a condition to completing the Merger, delivered

to us certain certifications that it had not been a USRPHC during the Relevant Period. As a result, we did not withhold in respect of

the Merger Consideration. If the IRS disagrees and asserts that we were required to withhold, we and Host LLC may be liable for certain

taxes, interest and penalties which could negatively impact our earnings and financial condition.

In

addition, our asset composition may change significantly over time, including as we acquire, develop and own additional data center properties

and related infrastructure. Accordingly, even if we are not a USRPHC today, there can be no assurance that we will not become a USRPHC

in the future.

Acquisitions

may expose us to inherited tax liabilities, uncertain tax attributes and other adverse tax consequences.

As

part of our business strategy, we may acquire entities or assets, including data center sites, power-related entities and other infrastructure.

In connection with such acquisitions, we may succeed to historical tax liabilities or tax attributes of an acquired entity, assume tax

risks relating to periods before the acquisition, or become responsible for unpaid taxes, interest or penalties attributable to the acquired

entity or assets. Contractual indemnities or other protections, if any, may be unavailable or insufficient to protect us from these liabilities.

Acquisitions may also affect the tax basis of acquired assets, the timing or amount of depreciation or amortization deductions, the availability

or utilization of tax attributes, or other tax consequences in ways that differ from our expectations. Any such liabilities or adverse

tax consequences could materially adversely affect our business, financial condition, results of operations and cash flows.

Risks

Related to our Business, Financial Position and Capital Requirements

Our

subsidiary Host LLC is at an early stage of development of its business with no material operating history or revenues.

Host

LLC is an early stage company with a limited operating history and no history of generating material revenue from operations. Host LLC

is subject to the risks and uncertainties of a new business, including the risk that it may never further develop, complete development

of or successfully market any of its proposed services. Host LLC’s business model, which is focused on the development, ownership

and operation of data center infrastructure supporting AI and HPC workloads, remains unproven. Host LLC has not yet completed development

of its initial project, entered into a binding long-term customer lease, or commenced material revenue-generating operations. As a result,

Host LLC’s historical financial and operating information may not be meaningful for evaluating its business or prospects, and investors

may have limited information upon which to assess Host LLC’s ability to successfully develop and operate its business. Host LLC’s

future success will depend on a number of factors, many of which are beyond its or our control, including its ability to complete construction

of its initial facility, secure customers, obtain financing, access sufficient electrical power and effectively manage growth. Host LLC

may not successfully execute its business plan, and its business may never achieve commercial success.

Host

LLC has not commenced material revenue-generating operations and has not achieved or maintained. and may never achieve or maintain, profitability,

which may have a material adverse impact on our business, financial condition and results of operations.

Host

LLC has not commenced material revenue-generating operations and has incurred losses since inception. Following the Merger, we expect

to incur substantial operating expenses and capital expenditures as we pursue development of our initial data center facility and broader

infrastructure platform. Our ability to achieve profitability will depend on numerous factors, including our ability to execute any future

leases with a creditworthy tenant, complete development and commissioning of the Project Facility on a timely and cost-effective basis,

obtain sufficient financing, manage operating costs and successfully compete in the evolving AI and HPC infrastructure market. Even if

we begin generating revenue from our data center operations, we may not be able to achieve or sustain profitability. In addition, our

costs may increase significantly over time as we expand operations, hire additional personnel and develop additional projects.. If we

are unable to generate sufficient revenues to offset our costs, our business, financial condition and results of operations could be

materially adversely affected.

We

may be unable to access sufficient additional capital needed to grow our business.

Our

post-Merger business plan requires substantial additional capital. We expect to need to raise substantial additional capital to acquire

the property for our Project Facility, complete construction and commissioning of the Project Facility, support working capital needs,

and pursue development opportunities. We currently expect that our future liquidity needs will be funded through a combination of project

financing, equity financings, debt financings, and, eventually, cash flows from operations. However, there can be no assurance that such

financing will be available on acceptable terms, or at all. Our ability to raise capital may be adversely affected by many factors, including

general market conditions, volatility in the technology, digital infrastructure and AI sectors, rising interest rates, lender appetite

for data center development projects, construction and execution risks, and its limited operating history. If we are unable to obtain

sufficient financing when needed, we may be required to delay, scale back or abandon one or more projects, reduce operations, sell assets,

issue equity securities on dilutive terms or cease operations altogether.

Our

near-term business plan depends substantially on the successful development and delivery of a single initial project in northeast Oklahoma.

Our

near-term business prospects depend substantially on the successful development, completion and delivery to the Tenant of our initial

project located in northeast Oklahoma. We currently expect the Project Facility to be our principal operating asset and primary source

of anticipated future revenue in the near term. As a result, our business is highly concentrated and exposed to risks affecting a single

facility, including construction delays, cost overruns, equipment failures, utility service interruptions, permitting or regulatory issues,

customer concentration, adverse weather events, operational disruptions and changes in market demand for AI and HPC infrastructure. Any

failure to successfully complete, lease, operate or expand the Project could materially and adversely affect our business, financial

condition, results of operations and growth prospects.

Any

delays or unexpected costs implementing the Project or our future developments may delay and harm our growth prospects, future operating

results and financial condition.

The

development of the Project Facility involves significant risks and uncertainties. Construction and commissioning of data center infrastructure

is complex and capital intensive and may be adversely affected by numerous factors, including those associated with:

● delays

in obtaining permits or approvals;

● labor

shortages;

● federal,

state, or local/municipal governmental legislation, rules, executive orders, actions, or

moratoria being determined to apply to the Project, resulting in, among other things, delays

or denials of entitlements or permits, including zoning, siting, utility and other permits,

or other delays resulting from requirements of public agencies and utility companies;

● budget

overruns, increased prices for raw materials or building supplies, or lack of availability

and/or increased costs for specialized data center components, including long lead time items

such as generators;

● construction

site accidents and other casualties;

● labor

availability, costs, disputes and work stoppages with contractors, subcontractors or others

that are constructing the project;

● failure

of contractors to perform on a timely basis or at all, or other misconduct on the part of

contractors;

● access

to sufficient power and related costs of providing such power to Host Digital’s customers;

● environmental

issues;

● supply

chain constraints;

● fire,

flooding, earthquakes and other natural disasters; and

● geological,

construction, excavation and equipment problems.

In

addition, the Project Facility is being retrofitted from an existing energized site for AI/HPC workloads, which may involve additional

design, integration and operational complexities. Any delays in construction, energization, commissioning or tenant readiness could delay

revenue generation, increase project costs and impair our ability to satisfy contractual obligations or obtain additional financing.

Any material delay or cost overrun could materially adversely affect our business, financial condition, results of operations and growth

prospects.

We

expect to depend heavily on a single tenant for substantially all near-term revenue.

On

August 7, 2026, we entered into a 15-year lease with one of the world’s largest privately-held cloud infrastructure companies,

pursuant to which we will provide 43 MW of critical IT load capacity at the Project Facility. We currently expect that substantially

all of our anticipated near-term revenue will be derived from the single tenant at the Project. We currently expect to deliver the Project

Facility to the tenant by the end of the first quarter of 2027, subject to completion of our construction efforts, and prior to such

time, we will not generate any revenue from the Lease. As a result, our business will be highly dependent on the financial condition,

operational performance and contractual compliance of a single customer and its affiliate guarantor. The loss of such tenant, the failure

of the tenant to commence occupancy or operations as expected, a reduction in the tenant’s compute usage or infrastructure requirements,

or any deterioration in the tenant’s or guarantor’s creditworthiness could materially adversely affect our revenues, cash

flows and ability to satisfy its financial obligations. In addition, because our near-term customer base is expected to be highly concentrated,

we may have limited leverage in negotiating commercial terms and may be more vulnerable to customer-specific operational or strategic

decisions. Any adverse change affecting such tenant or guarantor could materially adversely affect our business, financial condition

and results of operations.

We

are subject to risks associated with our need for significant electrical power.

Our

business depends on the availability of significant amounts of reliable electrical power. AI and HPC data center operations are highly

energy intensive, and our ability to develop and operate facilities depends on obtaining sufficient electrical capacity from utilities

and other power providers. If we are unable to continue to obtain sufficient electrical power, we may not realize the anticipated benefits

of our significant capital investments.

Additionally,

our operations could be materially adversely affected by prolonged power outages. Although our data center campuses are designed to operate

with a range of long-duration power resources, including grid-supplied electricity and, where appropriate, on-site generation, the availability

of electrical power may be limited by grid constraints, transmission congestion, interconnection delays, utility allocation policies,

generation shortages, regulatory restrictions, severe weather events or competing demand from other users. Therefore, we may have to

reduce or cease our operations in the event of an extended power outage, or as a result of the unavailability or increased cost of electrical

power. If this were to occur, our business and results of operations could be materially and adversely affected.

We

depend upon third-party suppliers for power, and are vulnerable to service failures by such suppliers and to volatility in the supply

of power in the open market.

We

rely on third-party utility providers and other energy suppliers to provide power to its facilities. The Project Facility is served by

Public Service Company of Oklahoma, and we cannot ensure that these third parties will deliver such power in adequate quantities or on

a consistent basis. We are also reliant on third parties to deliver additional power capacity to support the growth of our business.

If the amount of power available to us is inadequate to support our customer requirements, we may be unable to satisfy our obligations

to our customers or grow our business. In addition, our data centers may be susceptible to power shortages and planned or unplanned power

outages caused by these shortages. Power outages may last beyond our backup and alternative power arrangements, which would harm our

customers and our business. Any loss of services or equipment damage could adversely affect both our ability to generate revenues and

its operating results, harm our reputation and potentially lead to customer disputes or litigation.

Because

electrical power is a significant component of data center operations, any reduction in power availability could materially adversely

affect our business, financial condition and results of operations.

We

have an evolving business model that is subject to various uncertainties.

Our

business model continues to evolve, and our long-term strategy, operational structure and market positioning may change over time as

we respond to technological developments, customer requirements, financing conditions and competitive pressures. Our strategy involves

developing and operating infrastructure supporting AI and HPC workloads, including the potential use of behind the meter generation and

repurposed industrial infrastructure. Because our business is at an early stage of development, we may modify our development plans,

customer strategy, operational approach, financing structure or expansion plans in ways that may not be successful. In addition, portions

of our current site infrastructure have historically supported digital asset mining activities, and we are transitioning the facility

toward AI/HPC use cases. There can be no assurance that our business model will achieve market acceptance, generate anticipated returns

or successfully adapt to changes in technology, customer demand or industry conditions. Any failure to successfully execute our evolving

strategy could materially adversely affect our business, financial condition and results of operations.

We

are subject to a highly evolving regulatory landscape and any adverse changes to certain laws or regulations could adversely affect its

customers and its business, prospects or operations.

Our

business is subject to extensive laws, rules and regulations relating to data center development, electricity usage, environmental compliance,

energy generation, data protection, cybersecurity and tax. Many of these legal and regulatory regimes were adopted prior to the advent

of the internet, mobile technologies, digital assets and related technologies. As a result, they do not contemplate or address unique

issues associated with the data center economy, are subject to significant uncertainty, and vary widely across U.S. federal, state and

local and international jurisdictions. These legal and regulatory regimes, including the laws, rules and regulations thereunder, evolve

frequently and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict

with one another.

Moreover,

the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the digital asset economy

requires us to exercise judgment as to whether certain laws, rules and regulations apply to us or our customers, and it is possible that

governmental bodies and regulators may disagree with our or our customers’ conclusions. To the extent we or our customers have

not complied with such laws, rules and regulations, we could be subject to significant fines and other regulatory consequences, which

could adversely affect our business, prospects or operations. As digital assets have grown in popularity and in market size, the Federal

Reserve Board, U.S. Congress and certain U.S. agencies (e.g., the Commodity Futures Trading Commission, the SEC, the Financial Crimes

Enforcement Network and the Federal Bureau of Investigation) have begun to examine the operations of such digital asset technologies,

including regarding the energy consumption and environmental impact associated with AI and data center infrastructure. For example, power

supply, capacity and tariff arrangements at the Project Facility are subject to oversight by the Oklahoma Corporation Commission and,

where applicable, the Federal Energy Regulatory Commission. To the extent we develop on-site generation or storage at any site, additional

federal, state and local permitting, environmental and reliability requirements may apply.

Ongoing

and future regulatory actions could effectively prevent our mining operations, limiting or preventing future revenue generation or rendering

our operations obsolete. Such actions could severely impact our ability to continue to operate and our ability to continue as a going

concern or to pursue our strategy at all, which would have a material adverse effect on our business, prospects or operations.

We

may not be able to compete with other companies, some of which have greater resources and experience.

The

markets for AI, HPC and other digital infrastructure services are highly competitive and rapidly evolving. We may not be able to compete

successfully against present or future competitors, including data center REITs, independent data center developers and colocation providers,

hyperscale cloud companies, infrastructure funds, AI cloud providers and private developers or other operators of powered infrastructure

assets. Many of our competitors have substantially greater financial, technical, operational and marketing resources than we do, as well

as longer operating histories, more established customer bases, larger development pipelines and greater access to capital. In addition,

certain hyperscale cloud providers and technology companies may continue to develop and operate their own infrastructure rather than

lease capacity from third parties such as us.

With

the limited resources we have available, we may experience great difficulties in expanding and improving our services and product offerings

to remain competitive. Competition from existing and future competitors, particularly those that have access to competitively priced

energy, could result in our inability to secure acquisitions and partnerships that it may need to expand its business in the future.

This competition from other entities with greater resources, experience and reputations may result in our failure to maintain or expand

its business, as we may never be able to successfully execute our business plan. If we are unable to expand and compete effectively,

secure customers and develop projects on attractive terms, our business, results of operations and financial condition could be materially

adversely affected.

We

are substantially dependent on our ability to maintain a commercial relationship with a single tenant and if we are unable to do so,

our business, financial condition and results of operations could be materially adversely affected.

We

have entered into the Lease for the Project Facility with a single tenant, whose obligations under the Lease are backed by an affiliate

guarantor. The Project Facility may be our only contracted asset in the immediate term, and if so substantially all of our near-term

contracted revenue may be attributable to the single tenant and its affiliate guarantor. The loss of, or a material adverse change in

the credit quality of, the tenant or its affiliate guarantor would have a material adverse effect on us.

Risks

Relating to the Market for Our Common Stock and Listing

Raising

additional capital may cause dilution to our existing stockholders and may restrict our operations.

We

may raise additional capital at any time and may do so through one or more financing alternatives, including public or private sales

of equity or debt securities directly to investors or through underwriters or placement agents. Raising capital through the issuance

of common stock (or securities convertible into or exchangeable or exercisable for shares of our common stock) may depress the market

price of our stock and may substantially dilute our existing stockholders. In addition, our board of directors may issue preferred stock

with rights, preferences and privileges senior to those of the holders of our Common Stock. Debt financings could involve covenants that

restrict our operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the

use of our assets, as well as prohibitions on our ability to create liens or make investments and may, among other things, preclude us

from making distributions to stockholders (either by paying dividends or redeeming stock) and taking other actions beneficial to our

stockholders. In addition, investors could impose more one-sided investment terms on companies that have or are perceived to have limited

remaining funds or limited ability to raise additional funds. The lower our cash balance, the more difficult it is likely to be for us

to raise additional capital on commercially reasonable terms, or at all.

The

future exercise of registration rights may adversely affect the market price of our Common Stock.

In

connection with the Merger, we have entered into Registration Rights Agreements, each dated September 17, 2026 (the “Registration

Rights Agreements”) with certain of our stockholders (each, a “Holder”). Pursuant to the Registration Rights Agreements,

we are obligated to prepare and file a shelf registration statement covering the resale by the Holders of covered shares of Common Stock

within 30 calendar days following the closing of the Merger. Certain Holders will also be entitled to demand that we engage in an underwritten

offering or shelf takedown of their shares of Common Stock. The presence of these additional shares of Common Stock trading in the public

market or the expectation that the Holders plan to sell some or all of their shares may have an adverse effect on the market price of

our Common Stock.

If

we fail to maintain compliance with the NYSE American continued listing standards, the NYSE American may delist our Common Stock, which

could materially and adversely affect our Company, the market price of our Common Stock and your ability to sell your shares.

Our

Common Stock is currently listed on NYSE American. To maintain this listing, we must satisfy continued listing requirements and standards.

If we fail to maintain compliance with the NYSE American continued listing standards, NYSE American may delist our Common Stock.

The

delisting of our Common Stock could materially and adversely affect us by, among other things, reducing the liquidity and market price

of our Common Stock; reducing the number of investors willing to hold or acquire our Common Stock, which could negatively impact our

ability to raise equity financing; decreasing the amount of news and analyst coverage of us; and limiting our ability to issue additional

securities or obtain additional financing in the future. In addition, delisting from the NYSE American may negatively impact our reputation

and, consequently, our business and operations.

The

stock price and trading volume for our securities may be volatile, which could result in substantial losses to investors.

The

trading price for our Common Stock may be volatile and subject to wide fluctuations in response to factors, some of which are beyond

our control, including the following:

● developments

relating to the closing of the Merger, including our ability to successfully integrate the

business and operations of Host LLC, to execute the combined company’s business strategy

and to realize the anticipated benefits of the Merger;

● actual

or anticipated sales of shares of our Common Stock under any equity financings, and the potential

dilutive effect of such transactions;

● changes

in earnings estimates or recommendations by securities analysts;

● changes

in applicable laws or regulations affecting our business;

● general

economic, industry and market conditions;

● low

trading volume of our Common Stock; or

● the

other factors described in the “Risk Factors” sections of our Annual Report on

Form 10-K for the year ended December 31, 2025 and in subsequent filings.

In

addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are not related to

the operating performance of particular companies. As a result, to the extent stockholders sell our securities in negative market fluctuation,

they may not receive a price per share that is based solely upon our business performance. We cannot guarantee that stockholders will

not lose some of their entire investment in our securities.

We

do not intend to pay dividends on our Common Stock, so any returns will be limited to the value of our stock.

We

currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate

declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the appreciation

of their stock.

Future

sales of our Common Stock in the public market, or the perception that such sales could occur, could cause our stock price to fall.

Sales

of a substantial number of shares of our Common Stock or other equity-related securities in the public market could occur at any time.

These sales, or the perception that such sales could occur, could depress the market price of our Common Stock and impair our ability

to raise capital through the sale of additional equity securities. We may sell large quantities of our Common Stock at any time pursuant

to one or more separate offerings. We cannot predict the effect that future sales of Common Stock or other equity-related securities

would have on the market price of our Common Stock.

CERTAIN

RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The

following describes transactions since January 1, 2025, and currently proposed transactions, to which we or our subsidiaries were or

are to be a participant, in which the amount involved exceeded or will exceed $120,000, and in which any related person had or will have

a direct or indirect material interest, other than compensation arrangements described elsewhere.

The

Merger and Merger Consideration

In

connection with the Merger, Mr. Samra, our Chief Executive Officer, and Mr. Thomas received Merger Consideration representing an aggregate

of approximately 76% of our outstanding common stock (or approximately 44% assuming exercise of all of the Pre-Funded Warrants).

Preferential

Rights Agreement

In

connection with the Merger, we entered into a Preferential Rights Agreement with Host Infrastructure Holdings LLC, a Delaware limited

liability company formed by the founders of Host LLC (the “Sponsor”), which holds project site acquisition companies (each,

a “Project Subsidiary”). The Sponsor is controlled by the founders of Host LLC. Under the agreement, if the Sponsor markets

or determines to contribute, sell, or otherwise dispose of a Project Subsidiary, we have a right of first offer (exercisable within 30

days) on the Sponsor’s proposed terms, and if the Sponsor receives an unsolicited third-party offer it desires to accept, we have

a right of first refusal (exercisable within five days) on the same terms. Project Subsidiaries formed or acquired by the Sponsor after

the effective date are automatically included. The Sponsor is under no obligation to develop, retain, market, or contribute any Project

Subsidiary to us; if we do not exercise our rights, the Sponsor may transact with third parties, and our rights are not reinstated. The

agreement expires on the second anniversary of its effective date. We do not own the Project Subsidiaries or the Sponsor’s pipeline,

and no assurance can be given that any Project Subsidiary will be contributed to, or acquired by, us. See “Risk Factors”

above.

Registration

Rights Agreements; Lock-Up Agreements

In

connection with the Merger, we entered into a Registration Rights Agreements certain holders of our Common Stock, including Mr. Samra

and Mr. Thomas as well as certain of our former executive officers prior to the Merger, providing for the resale registration of their

shares.

In

connection with the signing of the Merger Agreement, we entered into lock up agreements with our directors and executive officers.

Incentive

Awards

In

connection with the Closing, we awarded an aggregate of 342,864 shares of Common Stock to certain employees and officers pursuant to

the Merger Agreement, including awards to Mr. Ollet.

Indemnification

Agreements

In

connection with the Closing, we entered into indemnification agreements with each of our directors and executive officers and certain

non-executive officers as of the Closing.

Policies

and Procedures for Related Person Transactions

Our

Board has adopted a written related person transaction policy under which our audit committee reviews and approves or ratifies transactions

in which we are a participant, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest,

considering, among other things, whether the terms are no less favorable than those available from an unaffiliated third party. Any transaction

under the Preferential Rights Agreement will be subject to this policy.

EX-99.3

EX-99.3

Filename: ex99-3.htm · Sequence: 14

Exhibit 99.3

INDEX

TO CONSOLIDATED FINANCIAL STATEMENTS OF

HOST

DIGITAL INFRASTRUCTURE LLC

Page

Consolidated

Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB 213)

F-1

Consolidated Balance Sheet as of January 31, 2026

F-2

Consolidated Statement of Operations for the period from July 8, 2025 (inception) through January 31, 2026

F-3

Consolidated Statement of Members’ Deficit for the period from July 8, 2025 (inception) through January 31, 2026

F-4

Consolidated Statement of Cash Flows for the period from July 8, 2025 (inception) through January 31, 2026

F-5

Notes to Consolidated Financial Statements

F-6

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To

the Members of

Host

Digital Infrastructure LLC

Opinion

on the Consolidated Financial Statements

We

have audited the accompanying consolidated balance sheet of Host Digital Infrastructure LLC (formerly known as 10X Digital Infrastructure

LLC) (the “Company”) as of January 31, 2026, and the related consolidated statements of operations, members’ deficit,

and cash flows for the period from July 8, 2025 (inception) through January 31, 2026, and the related notes (collectively referred to

as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of January 31, 2026, and the results of its operations and its cash flows for the period from July 8, 2025

(inception) through January 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

Substantial

Doubt about the Company’s Ability to Continue as a Going Concern

The

accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note

2 to the financial statements, the Company has no cash, has a working capital deficit, and an accumulated deficit that raises substantial

doubt about its ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note

2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis

for Opinion

These

financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s

financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We

conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides

a reasonable basis for our opinion.

/s/

Carr, Riggs & Ingram, L.L.C.

We

have served as the Company’s auditor since 2026.

Palm

Beach Gardens, Florida

May

29, 2026

F-1

HOST

DIGITAL INFRASTRUCTURE LLC

(FORMERLY

KNOWN AS 10X DIGITAL INFRASTRUCTURE LLC)

CONSOLIDATED

BALANCE SHEET

JANUARY

31, 2026

ASSETS

Current assets:

Deposit

$ 500,000

Total current assets

500,000

Right-of-use asset – operating lease

1,906,639

Security deposit

123,895

Total assets

$ 2,530,534

LIABILITIES AND MEMBERS’ DEFICIT

Current liabilities:

Loan payable – related party

$ 1,372,067

Accrued expenses

300,929

Operating lease liability – current portion

22,246

Total current liabilities

1,695,242

Operating lease liability – long-term

1,353,997

Total liabilities

$ 3,049,239

Commitments and contingencies (Note 8)

MEMBERS’ DEFICIT

Accumulated deficit

$ (518,705 )

Total members’ deficit

(518,705 )

Total liabilities and members’ deficit

$ 2,530,534

The

accompanying notes are an integral part of these consolidated financial statements.

F-2

HOST

DIGITAL INFRASTRUCTURE LLC

(FORMERLY

KNOWN AS 10X DIGITAL INFRASTRUCTURE LLC)

CONSOLIDATED

STATEMENT OF OPERATIONS

FOR

THE PERIOD FROM JULY 8, 2025 (INCEPTION) THROUGH JANUARY 31, 2026

Operating expenses

General and administrative expense

$ 346,371

Loss on disposal of equipment

164,021

Total operating expenses

(510,392 )

Loss from operations

(510,392 )

Interest expense

(8,313 )

Net Loss

$ (518,705 )

The

accompanying notes are an integral part of these consolidated financial statements.

F-3

HOST

DIGITAL INFRASTRUCTURE LLC

(FORMERLY

KNOWN AS 10X DIGITAL INFRASTRUCTURE LLC)

CONSOLIDATED

STATEMENT OF MEMBERS’ DEFICIT

FOR

THE PERIOD FROM JULY 8, 2025 (INCEPTION) THROUGH JANUARY 31, 2026

Accumulated

Total Members’

Deficit

Deficit

July 8, 2025 (inception)

$ —

$ —

Net loss

(518,705 )

(518,705 )

Balance January 31, 2026

$ (518,705 )

$ (518,705 )

The

accompanying notes are an integral part of these consolidated financial statements.

F-4

HOST

DIGITAL INFRASTRUCTURE LLC

(FORMERLY

KNOWN AS 10X DIGITAL INFRASTRUCTURE LLC)

CONSOLIDATED

STATEMENT OF CASH FLOWS

FOR

THE PERIOD FROM JULY 8, 2025 (INCEPTION) THROUGH JANUARY 31, 2026

2026

Cash flows from operating activities:

Net loss

$ (518,705 )

Adjustments to reconcile net loss to net cash used in operating activities:

Loss on disposal of equipment

164,021

Non-cash lease expense

45,185

Changes in operating assets and liabilities:

Prepaid-lease incentive

(80,000 )

Accrued expenses

300,929

Deposit

(500,000 )

Security deposit

(123,895 )

Operating lease liability

(495,581 )

Net cash (used in) operating activities

(1,208,046 )

Cash flows from Investing activities:

Purchase of fixed assets

(164,021 )

Cash (used in) investing activities

(164,021 )

Cash flows from financing activities

Loan Payable – related party payable proceeds

1,372,067

Cash provided by financing activities

1,372,067

Change in cash during the period

-

Cash beginning of the period

-

Cash end of the period

$ -

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Right-of-use asset obtained in exchange for lease liability

$ 1,853,995

The

accompanying notes are an integral part of these consolidated financial statements.

F-5

HOST

DIGITAL INFRASTRUCTURE LLC

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

Note

1 – Organization and Nature of Operations

Organization

Host

Digital Infrastructure LLC, formerly known as 10X Digital Infrastructure LLC, is a U.S.-based infrastructure company focused on the development

and operation of power-intensive data centers designed to support high-performance computing workloads, including artificial intelligence,

data processing, and other compute-intensive applications. The Company’s strategy is centered on securing reliable, low-cost power

and deploying scalable computing capacity in energy-efficient regions across the United States.

The

Company was formed as a limited liability company (“LLC”) in the State of Delaware on July 8, 2025, and is based in Oklahoma.

In accordance with the Company’s operating agreement, the Company shall continue to exist indefinitely unless dissolved earlier

in accordance with the provisions of the operating agreement or by operation of law. The accompanying consolidated financial statements

include the accounts of the Company and its wholly owned subsidiary, a special purpose entity that leases and controls the building purchase

option. All significant intercompany balances and transactions have been eliminated in consolidation.

The

Company is in the early stages of executing its business plan and has not yet commenced revenue-generating operations.

As

of January 31, 2026, the Company’s activities have primarily consisted of organizational efforts, capital formation, and initial

infrastructure development planning. The Company entered into a long-term lease agreement commencing January 1, 2026, for a facility

intended to support its future data center operations.

Note

2 – Going Concern

The

Company has evaluated its ability to continue as a going concern for at least twelve months from the issuance of these consolidated financial

statements. As of January 31, 2026, the Company had no cash and incurred a net loss of $518,705. In addition, the Company had net cash

used in operations of $1,208,046 and had a working capital deficit of $1,195,242 as of January 31, 2026.

The

ability of the Company to continue its operations is dependent on management’s plans, which include the raising of capital through

debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time

that funds provided by operations are sufficient to fund working capital requirements.

As

of the issuance date of these annual consolidated financial statements, the Company expects its cash will not be sufficient to fund its

operating expenses and capital expenditure requirements for a reasonable period of time from the date of issuance of these consolidated

financial statements. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations,

which is uncertain. The Company has concluded that there is substantial doubt about its ability to continue as a going concern for at

least one year after the date that the consolidated financial statements are issued.

The

accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets

and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments

relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be

unable to continue as a going concern.

F-6

Note

3 – Summary of Significant Accounting Policies

Basis

of Presentation

The

accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”)

for financial information. The consolidated financial statements present the cumulative results of operations, cash flows and changes

in members’ deficit since the Company’s inception on July 8, 2025.

Recent

Accounting Pronouncements

On

December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 amends ASC 740, Income Taxes to expand

income tax disclosures and requires that we disclose (i) the income tax rate reconciliation using both percentages and reporting currency

amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that

meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes

paid disaggregated by jurisdiction. The Company is currently evaluating the impact of adopting ASU 2023-09 on its consolidated financial

statement disclosures.

In

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business

entities to disclose, in the notes to the financial statements, additional disaggregated information about certain expense captions presented

on the face of the income statement, including amounts for specified categories such as purchases of inventory, employee compensation,

depreciation, intangible asset amortization, and depletion, as applicable. The amendments also require disclosure of selling expenses

and, in annual reporting periods, the entity’s definition of selling expenses. The amendments are effective for annual reporting

periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15,

2027. Early adoption is permitted. The amendments may be applied prospectively or retrospectively. The Company is currently evaluating

the impact of adopting ASU 2024-03 on its consolidated financial statement disclosures.

In

December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 amends Topic 270 to improve the navigability of interim reporting guidance, clarify the applicability of interim reporting

requirements, and provide additional guidance regarding the form and content of interim financial statements and related notes. The amendments

also add a disclosure principle requiring entities to disclose events and changes since the end of the most recent annual reporting period

that have had a material impact on the entity. The amendments are not intended to change the fundamental nature of interim reporting

or expand or reduce current interim disclosure requirements. For public business entities, ASU 2025-11 is effective for interim reporting

periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied

prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2025-11 on its interim consolidated

financial statement disclosures.

Equipment

Equipment

consists primarily of data center racking equipment and is stated at cost less accumulated depreciation. Costs include expenditures that

are directly attributable to the acquisition and installation of the assets necessary to prepare them for their intended use.

Depreciation

is computed using the straight-line method over the estimated useful life of the assets, which is seven years.

Expenditures

for maintenance and repairs are expensed as incurred, while expenditures that improve or extend the useful life of the assets are capitalized.

Upon

retirement or disposal of property and equipment, the cost and related accumulated depreciation are removed from the accounts, and any

resulting gain or loss is recognized in the consolidated statements of operations.

The

Company evaluates property and equipment for impairment in accordance with its policy for long-lived assets.

F-7

Long-Lived

Assets

The

Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount

of an asset may not be recoverable.

Recoverability

is assessed by comparing the carrying amount of the asset to the estimated undiscounted future cash flow expected to result from the

use and eventual disposition of the asset. If the carrying amount exceeds those cash flows, an impairment loss is recognized in an amount

equal to the excess of the carrying amount over the asset’s fair value.

Fair

value is determined using appropriate valuation techniques, which may include discounted cash flow analyses or market-based approaches.

Assets

to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

During

the period ended January 31, 2026, the Company determined that racking equipment with a carry value of $164,021 would not provide future

economic benefit to the Company. Accordingly, the Company recorded a loss on disposal of equipment of $164,021, which is included in

operating expenses in the consolidated statement of operations. As of January 31, 2026, the Company had no remaining book value related

to the disposed equipment.

Income

Taxes

The

Company is treated as an LLC for legal purposes and generally is not subject to federal and state income taxes, as its taxable income

or loss is passed through to its members. Accordingly, no provision for federal and state income taxes have been recorded in the accompanying

consolidated financial statements.

The

Company is subject to certain state and local taxes, including franchise and other similar taxes, which will be recorded as general and

administrative expenses in the accompanying consolidated statement of operations.

The

Company accounts for uncertainty in income taxes in accordance with generally accepted accounting principles in the United States of

America (“U.S. GAAP”). The Company recognizes the effect of income tax positions only if those positions are more likely

than not to be sustained upon examination by taxing authorities. The Company did not have any significant unrecognized tax benefits as

of January 31, 2026.

The

Company’s tax returns remain subject to examination by taxing authorities since inception.

Use

of Estimates

The

preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires

management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying

notes.

As

an early-stage company that has not yet generated revenue, the Company’s estimates are based on limited historical information

and therefore involve a higher degree of judgment and uncertainty. Management is required to make assumptions regarding, among other

things, the estimated useful lives of data center equipment and the recoverability of long-lived assets. In addition, estimates are required

in evaluating the classification and measurement of the related party loan payable, as well as the recoverability of security deposits

and other prepaid assets.

Management

also evaluates the Company’s ability to continue as a going concern and to meet its obligations as they become due within one year

from the date the consolidated financial statements are issued.

These

estimates are based on management’s best judgment using currently available information and assumptions believed to be reasonable

under the circumstances. However, due to the Company’s limited operating history and absence of revenues, actual results could

differ materially from those estimates. Estimates are reviewed on an ongoing basis, and revisions are recognized in the period in which

they become known.

F-8

Earnings

Per Share

The

Company is an LLC with no issued or outstanding shares of common stock. Accordingly, Accounting Standards Codification (“ASC”)

260, Earnings Per Share, does not apply, and the presentation of earnings per share is not provided.

Segment

Information

Operating

segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief

operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. The Company views its

operations and manages its business in one segment.

Related

Party Transactions

The

Company identifies related-party transactions in accordance with ASC 850, Related Party Disclosures, which requires disclosure

of the nature of the relationship, the terms of the transaction, and any outstanding balances. Transactions with members, including promissory

notes, are evaluated to ensure terms approximate those of comparable market transactions (See Note 5).

Leases

The

Company accounts for leases in accordance with ASC Topic 842, Leases. The Company determines whether an arrangement is, or contains,

a lease at inception. For leases with an initial term greater than 12 months, the Company recognizes a right-of-use (“ROU”)

asset and a lease liability based on the present value of the future lease payments over the lease term. The Company uses an estimated

incremental borrowing rate to discount future lease payments, as the rates implicit in the leases are not readily determinable. The Company

has elected the practical expedient to not separate lease and non-lease components for its real estate leases. Lease expense for operating

leases is recognized on a straight-line basis over the lease term.

Note

4 – Leases

The

Company leases operating facilities under non-cancelable operating lease agreements. Lease commencement occurs on the date the Company

obtains control of the leased property. On November 25, 2025, the Company executed a lease agreement for a facility with a lease commencement

date of January 1, 2026, and an initial non-cancelable lease term of four years. The lease agreement also includes one optional one-year

renewal period, which management determined was reasonably certain to be exercised and, accordingly, was included in the determination

of the lease term.

In

connection with the lease agreement, an entity owned by a member of the Company paid $80,000 to the landlord on behalf of the Company

for costs associated with the relocation of the prior tenant, as required under the lease agreement. The Company accounted for this payment

as a lease incentive in accordance with ASC 842.

Upon

lease commencement on January 1, 2026, the Company recognized an ROU asset and corresponding operating lease liability based on the present

value of future lease payments over the lease term. The prepaid lease incentive reduced the initial measurement of the ROU asset.

As

the lease does not provide a readily determinable implicit rate, the Company utilizes its estimated incremental borrowing rate, determined

on a collateralized basis, to discount lease payments. Renewal options are included in determining lease payments when management determines

such options are reasonably certain of exercise.

F-9

The

lease agreement requires payment of certain variable costs, including common area maintenance, real estate taxes, insurance, and operating

expenses, which are expensed as incurred and are not included in the measurement of lease liabilities. The lease agreement does not contain

any material residual value guarantees or restrictive covenants.

Balance Sheet Classification

January 31, 2026

Assets:

Operating lease

Right-of-use lease asset

$ 1,906,639

Liabilities:

Current:

Operating lease

Right-of-use lease liability

$ 22,246

Noncurrent:

Operating lease

Right-of-use lease liability

1,353,997

Total right-of-use lease liabilities

$ 1,376,243

Weighted average remaining term of operating leases, including option periods expected to renew

4.92 years

Discount rate

15.75 %

The

following table presents supplemental cash flow information for the period ended January 31, 2026:

2026

Cash paid for operating lease liability

$ 495,581

Aggregate

future minimum lease payments under right-of-use operating lease are as follows:

Operating Leases

Twelve months ending:

January 31, 2027

$ 42,537

January 31, 2028

511,725

January 31, 2029

527,076

January 31, 2030

542,889

January 31, 2031

511,298

Total gross operating lease payments

2,135,525

Less: imputed interest

(759,282 )

Present value of future minimum lease payments

1,376,243

Less current portion of right-of-use lease liability

22,246

Operating lease liability, net of current portion

$ 1,353,997

Note

5 – Related Party Transactions

The

Company entered into a loan agreement dated December 31, 2025, with 10X LLC, an entity owned by a Member of the Company, pursuant to

which the Company consolidated prior advances into a loan with an aggregate principal balance of $1,372,067.

The

loan bears interest at a rate of 8% per annum and matures on January 31, 2027. Interest accrues on the outstanding principal balance

and is payable at maturity.

F-10

The

loan represents a senior unsecured obligation of the Company and ranks senior in right of payment to all other existing and future indebtedness

of the Company, except for any indebtedness that is expressly designated as senior in right of payment and approved in writing by 10X

LLC. The loan may be prepaid at any time without penalty.

Upon

the occurrence of a change of control or transformation transaction, the entire outstanding principal balance of the loan, together with

all accrued but unpaid interest, becomes immediately due and payable. A change of control is defined as any transaction or series of

related transactions in which a person or group acquires more than fifty percent (50%) of the outstanding equity or voting power of the

Company. A transformation transaction includes any merger, consolidation, equity exchange, contribution of substantially all assets to

another entity, or similar reorganization in which the Company’s equity holders receive securities or ownership interests in another

entity.

The

loan represents the consolidation of prior advances made by the related party to fund the Company’s operations. The proceeds of

the loan were used to fund substantially all of the Company’s assets as of January 31, 2026, including equipment, security deposits,

lease-related costs, and land deposits, as well as general operating expenses.

As

of January 31, 2026, the outstanding balance of the loan was $1,372,067, with accrued interest of $8,313.

Note

6 – Members’ Deficit

The

Company is organized as a Delaware LLC and, as such, does not have authorized or issued shares of common or preferred stock. Ownership

interests are represented by membership interests.

As

of January 31, 2026, no members have made capital contributions to the Company, and no membership interests have been issued. The Company

has been funded through loans and has incurred a net loss since inception, resulting in a member’s deficit as of January 31, 2026.

Note

7 – Segment Information

ASC

280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating

segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for

which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker,

or group, in deciding how to allocate resources and assess performance.

The

Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the

operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,

management has determined that the Company only has one operating segment.

When

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics,

which include the following from the consolidated statement of operations:

For the Period from July 8, 2025 (inception) through January 31, 2026

General and administrative costs

$ (346,371 )

Loss on disposal of Equipment

$ (164,021 )

Interest expense

$ (8,313 )

Note

8 – Commitments and Contingencies

On

January 12, 2026, the Company entered into a Limited Liability Company Interest Purchase Agreement with T20 Mining Group, LLC. The Company

made an initial escrow deposit of $500,000 on January 13, 2026. Pursuant to the terms and conditions of the Limited Liability Company

Interest Purchase Agreement, the transaction closing date was February 12, 2026 (See Note 9).

F-11

Note

9– Subsequent Events

We

have evaluated subsequent events through May 29, 2026, the date these consolidated financial statements were issued.

The

Company filed a Form 8832 with the IRS to elect to be treated as a corporation for United States federal income Tax purposes, which was

effective as of February 12, 2026.

On

February 13, 2026, the Company entered into and consummated a Unit Purchase Agreement (the “Agreement”) with Graham Macro

Strategic Ltd. and Graham Credit Opportunities Ltd. (collectively, the “Purchasers”), pursuant to which the Purchasers purchased

all of the Preferred Units for total consideration of $33,500,000 (the “Investment”). The proceeds from the Investment were

used to fund the acquisition of T20 Mining Group, LLC (the “T20 Acquisition”).

Pursuant

to the Agreement, the Company is contractually obligated to consummate a transaction (the “Contribution”) within a specified

period, pursuant to which substantially all of the Company’s assets will be contributed to a publicly- traded company (“PubCo”)

in exchange for equity securities of PubCo, subject to applicable regulatory approvals. Upon completion of the Contribution, the Purchasers

will be entitled to receive 50% of the equity consideration issued by PubCo, which may consist of common stock or, at the election of

the Purchasers, warrants or other equity-linked securities. If the Contribution is not completed within the required timeframe, the Purchasers

have the right to require the Company to redeem all of the Preferred Units for cash at a price equal to 150% of the original Investment,

senior to all other equity interests of the Company.

On

February 13, 2026, the Company amended its Limited Liability Company Agreement to authorize a new class of Preferred Units, consisting

of up to 1,000 units. The Preferred Units rank senior to Common Units with respect to distributions and payments upon any voluntary or

involuntary liquidation, dissolution, or winding up of the Company. They do not bear dividends but participate in distributions according

to the distribution waterfall. Each Preferred Unit is convertible into one Common Unit solely for purposes of calculating as-converted

entitlements, and such conversion does not confer voting rights or other ownership rights. Holders of Preferred Units are entitled to

certain mandatory redemption rights if the Contribution is not consummated within the specified period, including a cash redemption at

150% of the purchase price, senior to all other equity interests. Until the earlier of the consummation of the Contribution or the redemption

of all Preferred Units, the Company may not, without the prior written consent of the Purchasers, declare or pay dividends or make distributions

(other than redemption of Preferred Units), incur indebtedness or preferred equity (other than project financing), issue or sell equity,

make investments or acquisitions outside approved transactions, sell or transfer assets (other than in the ordinary course or as part

of the Contribution), enter into affiliate transactions on non-arm’s-length terms, amend the Certificate of Formation or LLC Agreement,

enter into or amend material contracts outside the ordinary course, dissolve or wind up the Company, or consummate the T20 Acquisition

or Contribution on terms unacceptable to the Purchasers. Except as expressly provided in the LLC Agreement (including the consent rights

described above), Preferred Units do not carry voting rights.

On

March 26, 2026, a wholly owned subsidiary of the Company exercised a purchase option contained within its operating lease agreement for

the Project Facility. The purchase option was included in the original lease agreement executed on November 25, 2025 and was exercised

through delivery of a formal notice to the landlord pursuant to Section 54(f) of the lease agreement. The agreement provides the Company

with the right to purchase the facility for $23,500,000, subject to certain contractual conditions and customary closing adjustments.

Management

determined that exercise of the purchase option was not reasonably certain as of January 31, 2026, as the decision to exercise the option

remained contingent upon operational developments occurring subsequent to year end, including completion of the T20 acquisition, securing

the related power agreement, and obtaining visibility into prospective tenant arrangements. Accordingly, the purchase option was not

included in the initial measurement of the Company’s operating lease right-of-use asset and lease liability as of January 31, 2026.

The Company is currently evaluating the accounting implications of the exercised purchase option under ASC 842.

On

May 27, 2026, the Company entered into a definitive Agreement and Plan of Merger with Healthy Choice Wellness Corp. and Healthy Choice

Wellness II Corp.

F-12

INDEX

TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF HOST DIGITAL INFRASTRUCTURE LLC

PAGE

Condensed Consolidated Balance Sheets as of July 31, 2026 (Unaudited) and January 31, 2026

F-14

Condensed

Consolidated Statements of Operations for the Three and Six Months Ended July 31, 2026 and for the Period from July 8, 2025

(Inception) through July 31, 2025 (Unaudited)

F-15

Condensed

Consolidated Statements of Changes in Redeemable Preferred Units (Temporary Equity) and Members’ Deficit for the Three

and Six Months Ended July 31, 2026 and for the Period from July 8, 2025 (Inception) through July 31, 2025 (Unaudited)

F-16

Condensed

Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2026 and for the Period July 8, 2025 (Inception) through

July 31, 2025 (Unaudited)

F-17

Notes to Condensed Consolidated Financial Statements (Unaudited)

F-18

F-13

HOST

DIGITAL INFRASTRUCTURE LLC

(FORMERLY

KNOWN AS 10X DIGITAL INFRASTRUCTURE LLC)

CONDENSED

CONSOLIDATED BALANCE SHEETS

July 31, 2026

January 31, 2026

(Unaudited)

ASSETS

Current assets:

Prepaid expenses and deposits

$ 236,546

$ 500,000

Deferred costs

811,394

-

Total current assets

1,047,940

500,000

Right-of-use asset – operating lease

1,347,182

1,906,639

Right-of-use asset – finance lease

21,871,038

-

Security deposit

-

123,895

Intangible assets - electric service agreement

32,642,125

-

Total assets

$ 56,908,285

$ 2,530,534

LIABILITIES, PREFERRED RIGHTS AND MEMBERS’ DEFICIT

Current liabilities:

Loan payable – related party

$ 1,852,248

$ 1,372,067

Accrued expenses

3,707,689

300,929

Operating lease liability – current portion

80,911

22,246

Finance lease liability – current portion

22,872,121

-

Total current liabilities

28,512,969

1,695,242

Operating lease liability – long-term

1,296,650

1,353,997

Total liabilities

$ 29,809,619

$ 3,049,239

Commitments and contingencies (Note 11)

Redeemable Preferred Units (Temporary Equity)

33,500,000

-

MEMBERS’ DEFICIT

Common units (1,000 units issued and outstanding as of July 31, 2026 and January 31, 2026, no par value; no capital contributions)

-

-

Members’ capital

(843,233 )

-

Accumulated deficit

$ (5,558,101 )

$ (518,705 )

Total members’ deficit

(6,401,334 )

(518,705 )

Total liabilities, redeemable preferred units and members’ deficit

$ 56,908,285

$ 2,530,534

The

accompanying notes are an integral part of these condensed consolidated financial statements.

F-14

HOST

DIGITAL INFRASTRUCTURE LLC

(FORMERLY

KNOWN AS 10X DIGITAL INFRASTRUCTURE LLC)

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

July 31, 2026

For the period from July 8, 2025

(Inception) through

July 31, 2025

Six Months Ended

July 31, 2026

For the period from July 8, 2025

(Inception) through

July 31, 2025

Sales, net

$ -

$ -

$ -

$ -

Cost of sales

-

-

-

-

Gross profit

-

-

-

-

Operating expenses

2,793,597

-

3,617,954

-

Loss from operations

(2,793,597 )

-

(3,617,954 )

-

Interest expense

(909,626 )

-

(1,256,800 )

-

Net loss from continuing operations before income taxes

$ (3,703,223 )

$ -

$ (4,874,754 )

$ -

Income tax benefit

-

-

-

-

Net loss from continuing operations

$ (3,703,223 )

$ -

$ (4,874,754 )

$ -

Net loss from discontinued operations, net of tax

-

-

(164,642 )

-

Net loss

$ (3,703,223 )

$ -

$ (5,039,396 )

$ -

The

accompanying notes are an integral part of these condensed consolidated financial statements.

F-15

HOST

DIGITAL INFRASTRUCTURE LLC

(FORMERLY

KNOWN AS 10X DIGITAL INFRASTRUCTURE LLC)

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED UNITS (TEMPORARY EQUITY) AND MEMBERS’ DEFICIT

(Unaudited)

Six

Months Ended July 31, 2026

Redeemable Preferred Units

Common Units

Accumulated

Members’

Total Members’

Shares

Amount

Shares

Amount

Deficit

Capital

Deficit

Balance February 1, 2026

-

$ -

-

$ -

$ (518,705 )

$ -

$ (518,705 )

Issuance of preferred units

1,000

33,500,000

-

-

-

-

-

Issuance of common units

-

-

1,000

-

-

-

-

Distribution to owners

-

-

-

-

-

(843,233 )

(843,233 )

Net loss

-

-

-

-

(1,336,173 )

-

(1,336,173 )

Balance April 30, 2026

1,000

$ 33,500,000

1,000

$ -

$ (1,854,878 )

$ (843,233 )

$ (2,698,111 )

Net loss

-

-

-

-

(3,703,223 )

-

(3,703,223 )

Balance July 31, 2026

1,000

$ 33,500,000

1,000

$ -

$ (5,558,101 )

$ (843,233 )

$ (6,401,334 )

For

the period from July 8, 2025 (Inception) through July 31, 2025

Redeemable Preferred Units

Common Units

Accumulated

Members’

Total Members’

Shares

Amount

Shares

Amount

Deficit

Capital

Deficit

Balance July 8, 2025 (Inception)

-

$ -

-

$ -

$ -

$ -

$ -

Net loss

-

-

-

-

-

-

-

Balance July 31, 2025

-

$ -

-

$ -

$ -

$ -

$ -

The

accompanying notes are an integral part of these condensed consolidated financial statements.

F-16

HOST

DIGITAL INFRASTRUCTURE LLC

(FORMERLY

KNOWN AS 10X DIGITAL INFRASTRUCTURE LLC)

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended

July 31, 2026

For the period from

July 8, 2025

(Inception) through

July 31, 2025

Cash flows from operating activities — continuing operations:

Net loss from continuing operations

$ (4,874,754 )

$ -

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of right-of-use assets

337,676

-

Accrued expenses

2,445,366

-

Prepaid expenses and deposits

387,349

-

Lease liabilities

1,224,182

-

Net cash used in operating activities — continuing operations

(480,181 )

-

Cash flows from Investing activities — continuing operations

Cash paid for T20 Mining Group LLC asset acquisition

(33,500,000 )

-

Cash (used in) investing activities — continuing operations

(33,500,000 )

-

Cash flows from financing activities — continuing operations

Principal payment on related party loan

(500,000 )

-

Proceeds from related party loan

980,181

-

Proceeds from issuance of preferred units

33,500,000

-

Net cash provided by financing activities — continuing operations

33,980,181

-

Cash flows from discontinued operations:

Net cash provided by (used in) operating activities (1)

-

-

Net cash provided by (used in) investing activities

-

-

Net cash provided by (used in) financing activities

-

-

Change in cash during the period

-

-

Cash beginning of the period

-

-

Cash end of the period

$ -

$ -

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Cash paid for interest

$ -

$ -

Cash paid for income tax

$ -

$ -

Right-of-use asset obtained in exchange for lease liability

$ 22,107,226

$ -

Non-cash transfer of net assets to a related entity under common control

$ 32,373

$ -

Capitalized transaction costs

$ 150,000

$ -

Non-cash deferred costs

$ 811,394

$ -

(1)

Net cash provided by (used in) operating activities from discontinued operations is calculated as follows: Net loss from discontinued

operations ($164,642) + Depreciation expense $11,696 + Impairment loss $82,946 + Loss on crypto asset remeasurement $70,000 = $0.

The

accompanying notes are an integral part of these condensed consolidated financial statements.

F-17

HOST

DIGITAL INFRASTRUCTURE LLC

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note

1 – Organization and Nature of Operations

Organization

Host

Digital Infrastructure LLC (the “Company,” “Host Digital,” “we,” “us,” or “our”)

was formed as a limited liability company under the laws of the State of Delaware on July 8, 2025. The Company’s principal executive

offices are located at 3800 North 28th Way, Hollywood, FL 33020. The Company was formerly known as 10X Digital Infrastructure

LLC and changed its name to Host Digital Infrastructure LLC on May 18, 2026.

The

Company operates through its wholly owned subsidiaries, 10X East Tulsa LLC, a Delaware limited liability company, and T20 Mining Group

LLC (“T20”), an Oklahoma limited liability company. All significant intercompany balances and transactions have been eliminated

in consolidation.

Nature

of Operations

Host

Digital is a U.S.-based digital infrastructure platform focused on the development, ownership, and operation of institutional-quality

data centers supporting artificial intelligence (AI) and high-performance computing (HPC) workloads. The Company’s strategy is

to secure reliable, low-cost power and to provide scalable computing capacity on a long-term contracted basis. The Company entered into

a long-term lease agreement commenced January 1, 2026, for a facility intended to support its future data center operations.

Property

Acquisition

On

November 25, 2025, the Company, through its wholly owned subsidiary 10X East Tulsa LLC, entered into a Commercial Real Estate Lease (the

“Property Lease”) with 5555 Property Developers, LLC (the “Seller”) for a data center facility located in Tulsa,

Oklahoma (the “Property”). The Property Lease commenced on January 1, 2026, and originally had a five-year non-cancelable

term. The Property Lease contained a purchase option allowing the tenant to acquire the Property for a fixed price of $23.5 million,

exercisable with six months’ advance notice and closing required by October 1, 2026.

On

March 26, 2026, the Company exercised the purchase option contained in the Property Lease to acquire the Property. On June 23, 2026,

10X East Tulsa LLC (the “Purchaser”) entered into a Purchase and Sale Agreement (the “PSA”) with the Seller to

formally memorialize the acquisition of the Property and parking lot. The total purchase price under the PSA is (a) $27,650,000 plus

(b) an amount equal to the aggregate of all payments that would otherwise become due and payable under the Property Lease from and after

the Closing Date through the expiration of the term of the Property Lease. The Closing is scheduled to occur no later than October 1,

2026, subject to Purchaser’s right to adjourn the Closing Date for up to two successive 30-day periods by written notice to Seller.

The closing of the purchase is conditioned upon, among other things, Purchaser’s receipt of certain requisite approvals, including

zoning and land development plan approvals, and satisfactory completion of its due diligence investigations. The PSA includes representations

and warranties from Seller, title review provisions, and inspection rights for Purchaser.

As

of July 31, 2026, the acquisition of the Property and parking lot had not yet closed. The Company intends to fund the purchase price

through project financing obtained in connection with the development of the Property.

Agreement

and Plan of Merger with Healthy Choice Wellness Corp.

On

May 27, 2026, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Healthy Choice

Wellness Corp. (“HCWC”), a Delaware corporation whose Class A common stock is listed on the NYSE American, and Healthy Choice

Wellness II Corp., a Delaware corporation and a wholly owned subsidiary of HCWC (“Merger Sub”).

Pursuant

to the Merger Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited

Liability Company Act (the “DLLCA”), at the effective time of the Merger (the “Effective Time”), Merger Sub will

merge with and into Host Digital, with Host Digital surviving as a wholly owned subsidiary of HCWC (the “Surviving Entity”).

F-18

The

Merger is intended to provide the Company with access to public capital markets and is expected to close in the third quarter of 2026,

subject to the satisfaction or waiver of customary closing conditions, including approvals by HCWC’s stockholders and the Company’s

members.

Merger

Consideration

At

the Effective Time, all outstanding Common Units and Preferred Units of the Company (collectively, the “Company Units”) will

be automatically converted into the right to receive the Merger Consideration, which will consist of either (i) a number of shares of

HCWC Class A common stock, or (ii) pre-funded warrants to purchase HCWC common stock at a nominal exercise price, in lieu of such shares.

The

total Merger Consideration is based on a fixed Base Price of $425,000,000. The Exchange Ratio is calculated by dividing the Base Price

by the Applicable Share Price (defined as $0.27 per share of HCWC common stock, which was the market price prior to the reverse stock

split described below) and then dividing the result by the total number of Company Units outstanding (2,000 units). Based on the pre-reverse-split

Applicable Share Price of $0.27, the Merger Consideration would have resulted in the issuance of approximately 1.57 billion shares of

HCWC common stock (or Pre-Funded Warrants) to the members of Host Digital.

On

August 28, 2026, HCWC effected a 1-for-35 reverse stock split of its Class A common stock (see Note 13 — Subsequent Events). In

accordance with the Merger Agreement, the Merger Consideration will be equitably adjusted to reflect the reverse stock split. As a result,

the number of shares of HCWC common stock (or Pre-Funded Warrants) to be issued to the members of Host Digital upon closing is expected

to be approximately 44,973,545 shares, based on the post-reverse-split Applicable Share Price of $9.45 per share. Upon closing, the former

members of Host Digital are expected to own approximately 96% of the outstanding HCWC common stock.

Governance

and Post-Merger Operations

Immediately

following the Effective Time, the HCWC Board of Directors will be comprised of Robert Byrne, Omar Hussein, Guhan Kandasamy and

Shawn Matthews.

On

August 26, 2026, Host Digital and Shawn Matthews entered into an Agreement for Board Appointment (the “Board Appointment Agreement”)

in connection with Mr. Matthews’ expected appointment as Chairman of the Board upon consummation of the Merger. Under this agreement,

Mr. Matthews will receive compensation including: (i) an annual cash retainer of $300,000; (ii) an initial equity award with a grant

date target value of $7,500,000; (iii) an annual equity bonus with a target value of $7,500,000; and (iv) eligibility to earn additional

equity awards upon achievement of specified market capitalization milestones.

Director

Independence: Following the Merger, and as a result of the Board Appointment Agreement, the composition and independence of the Board

will be updated as follows:

● Independent

Directors: Messrs. Byrne, Hussein, and Kandasamy will be independent under the rules of NYSE

American.

● Non-Independent

Directors: Mr. Matthews will serve as Chairman of the Board (non-independent).

● The

Board will maintain a majority of independent directors as required by NYSE American rules,

and the composition of the Board committees will be evaluated and established to ensure compliance

with applicable rules.

Harmol

Samra will serve as Chief Executive Officer, and John Ollet (HCWC’s current Chief Financial Officer) will serve as Chief Financial

Officer. The combined company will change its name to a name selected by Host Digital, in its sole discretion, and its HCWC common stock

is expected to continue trading on the NYSE American under the ticker symbol “HOST.” Following the Merger, HCWC’s existing

grocery retail operations will continue to operate as a division of the combined company.

F-19

Accounting

Treatment

The

Merger will be accounted for as a reverse acquisition under U.S. generally accepted accounting principles (“GAAP”) in accordance

with Accounting Standards Codification Topic 805, Business Combinations. Host Digital has been identified as the accounting acquirer

because its former members will hold a majority of the voting rights in the combined entity, designate a majority of the board of directors,

and appoint senior management. HCWC is the accounting acquiree. Under the acquisition method of accounting, the assets and liabilities

of HCWC will be recorded at their estimated fair values as of the acquisition date. The assets and liabilities of Host Digital will be

carried over at their historical carrying values, as the combined entity is a continuation of Host Digital’s financial statements.

Conditions

to Closing

The

completion of the Merger is subject to certain conditions, including, but not limited to:

● Approval

of the Stock Issuance Proposal, the Authorized Shares Proposal, and the Name Change Proposal

by HCWC’s stockholders. (Satisfied — all proposals were approved by HCWC stockholders

at the special meeting held on August 27, 2026).

● Approval

of the Merger and the Merger Agreement by the requisite holders of the Company’s Common

Units and Preferred Units.

● The

continued listing of HCWC’s common stock on the NYSE American.

● Receipt

of certain tax opinions, including a Merger Tax Opinion and a Spin-Off Tax Opinion.

● Expiration

or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements

Act.

● Other

customary closing conditions as set forth in the Merger Agreement.

Following

the satisfaction of the stockholder approval condition, the companies currently expect to complete the Merger during late September 2026.

There can be no assurance that the Merger will be completed. The accompanying condensed consolidated financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Tenant

Lease

On

August 7, 2026, subsequent to the balance sheet date, the Company secured a 15-year, take-or-pay lease as a lessor with one of the world’s

largest privately held cloud infrastructure companies for its data center facility in northeast Oklahoma. The lease is expected to be

supported by a backstop from a U.S.-based, investment-grade global technology company.

The

long-term, committed, take-or-pay agreement represents approximately $1.25 billion in contracted revenue over the 15-year base term and

covers 43 megawatts (“MW”) of critical IT load capacity at the Company’s currently energized facility. The lease includes

annual rent escalators and renewal options and represents approximately $3.2 billion in contracted revenue if all renewal options are

exercised over a 30-year total term. Delivery to the tenant is expected in the first quarter of 2027.

Note

2 – Going Concern

The

accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization

of assets and the satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do

not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary

should the Company be unable to continue as a going concern.

F-20

The

Company has evaluated its ability to continue as a going concern for at least twelve months from the issuance of these condensed consolidated

financial statements. As of July 31, 2026, the Company had no cash and incurred a net loss of approximately $5.0 million for the six

months ended July 31, 2026. In addition, the Company had net cash used in operating activities of $0.5 million and had a working capital

deficit of approximately $27.5 million as of July 31, 2026. These conditions, among others, raise substantial doubt about the Company’s

ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued.

Management’s

plans to address these conditions include the following:

● On

February 13, 2026, the Company issued 1,000 Preferred Units to Graham Macro Strategic Ltd.

and Graham Credit Opportunities Ltd. for total cash consideration of $33,500,000, which was

used to fund the T20 Mining Group LLC acquisition. The terms of the Preferred Units include

a mandatory redemption feature if a planned contribution of substantially all of the Company’s

assets to a publicly-traded company (“PubCo”) is not completed within a specified

period (see Note 12 - Members’ Deficit)

● On

May 27, 2026, the Company entered into a definitive Agreement and Plan of Merger with HCWC

and a wholly owned subsidiary of HCWC (the “Merger Agreement”). On August 27,

2026, HCWC stockholders approved all proposals required to complete the merger, satisfying

a key closing condition. The companies currently expect to complete the merger during late

September 2026, subject to the satisfaction or waiver of remaining closing conditions. Upon

closing, Host Digital will become a wholly owned subsidiary of HCWC, and former Host Digital

members are expected to own approximately 96% of HCWC’s outstanding Class A common

stock. The combined company expects to continue trading on the NYSE American under the ticker

symbol HOST, subject to exchange approval. The Merger is intended to provide access to public

capital markets.

● Subsequent

to the balance sheet date, on August 7, 2026, the Company secured a 15-year, take-or-pay

lease as a lessor with one of the world’s largest privately held cloud infrastructure

companies, representing approximately $1.25 billion in contracted revenue over the base term.

This lease strengthens the Company’s ability to obtain project financing and supports

management’s plans to address the going concern uncertainty (see Note 1 — Organization

and Nature of Operations).

● The

Company continues to pursue project-level financing for its initial data center facility

and is in negotiations with prospective tenants for a long-term lease.

There

can be no assurance that the Merger will be completed, that the Contribution to PubCo will occur, or that additional financing will be

available on acceptable terms, or at all. The Merger remains subject to the satisfaction or waiver of the remaining closing conditions.

The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these

uncertainties.

F-21

Note

3 – Summary of Significant Accounting Policies

Basis

of Presentation

The

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and the Accounting Standards

Codification (“ASC”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”)

for financial information. The accompanying unaudited condensed consolidated financial statements include the accounts of Host Digital

Infrastructure LLC and its wholly owned subsidiaries, 10X East Tulsa LLC and T20 Mining Group LLC. All significant intercompany balances

and transactions have been eliminated in consolidation.

In

the opinion of our management, the unaudited condensed consolidated financial statements have been prepared on a basis consistent with

the audited consolidated financial statements and include all adjustments necessary for the fair presentation of the Company’s

financial condition, results of operations and cash flows for the interim period presented. Such adjustments are of a normal, recurring

nature. The results of operations and cash flows for the interim period presented may not necessarily be indicative of full-year results.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and

notes thereto for the year ended January 31, 2026 included in the definitive proxy statement on Schedule 14A filed by Healthy Choice

Wellness Corp. with the SEC on August 6, 2026.

Use

of Estimates

The

preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. As an early-stage company

that has limited operating history and limited revenue history, the Company’s estimates are based on limited historical information

and therefore involve a higher degree of judgment and uncertainty.

Significant

estimates include the fair value of net assets acquired in the T20 asset acquisition, including the Electric Service Agreement (“ESA”),

which was valued using a discounted cash flow model with an assumed discount rate of 11.9%; the fair value of crypto assets, which is

based on quoted market prices; the classification and measurement of leases, including the determination of incremental borrowing rates

and lease terms; the valuation allowance against deferred tax assets; the assessment of the Company’s ability to continue as a

going concern; and the recoverability of long-lived assets.

These

estimates are based on management’s best judgment using currently available information and assumptions believed to be reasonable

under the circumstances. However, due to the Company’s limited operating history and limited revenues, actual results could differ

materially from those estimates. Estimates are reviewed on an ongoing basis, and revisions are recognized in the period in which they

become known.

Revenue

Recognition

The

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control

of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to

be entitled to in exchange for those goods or services.

The

Company’s continuing operations did not generate revenue during the periods presented.

Revenue

from cryptocurrency mining and hosting services is presented as part of discontinued operations (see Note 6 — Discontinued Operations).

The Company has no revenue from continuing operations and does not expect to generate material revenue until, at the earliest, the tenant

lease commences and the data center facility is placed in service (see Note 1 — Organization and Nature of Operations).

Cash

and Cash Equivalents

The

Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The

Company had no cash and cash equivalents as of July 31, 2026 and January 31, 2026.

F-22

Deferred

Costs

The

Company defers specific incremental costs directly attributable to its project financing activities and its at-the-market (“ATM”)

offering. Project finance costs consist of costs incurred in connection with obtaining project-level financing for the Company’s

data center facility. These costs are deferred in accordance with ASC 835-30, Interest — Imputation of Interest, and will

be a direct deduction from the carrying amount of the related debt liability and amortized over the term of the financing upon closing

of the project financing. ATM costs consist of specific incremental costs directly attributable to the Company’s ATM offering and

are deferred in accordance with SEC Staff Accounting Bulletin Topic 5.A, Expenses of Offering. These costs will be charged against

the gross proceeds of the offering when it is completed. If the project financing or the ATM offering is not completed, the related deferred

costs will be expensed in the period in which it becomes probable that the transaction will not be completed.

Long-Lived

Assets

The

Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount

of an asset may not be recoverable.

Recoverability

is assessed by comparing the carrying amount of the asset to the estimated undiscounted future cash flows expected to result from the

use and eventual disposition of the asset. If the carrying amount exceeds those cash flows, an impairment loss is recognized in an amount

equal to the excess of the carrying amount over the asset’s fair value.

Fair

value is determined using appropriate valuation techniques, which may include discounted cash flow analyses or market-based approaches.

Assets

to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

Income

Taxes

Prior

to February 12, 2026, the Company was treated as a limited liability company (“LLC”) for legal purposes and generally is

not subject to federal and state income taxes, as its taxable income or loss is passed through to its members. Accordingly, no provision

for federal and state income taxes has been recorded in the accompanying condensed consolidated financial statements.

On

February 12, 2026, the Company filed an election on Internal Revenue Service (“IRS”) Form 8832 to change its U.S. federal

income tax classification to a C corporation, effective as of February 12, 2026. As a result, for all periods beginning on or after February

12, 2026, the Company is subject to federal and state corporate income taxes on its taxable income.

The

Company accounts for income taxes in accordance with ASC 740, Income Taxes, using the asset and liability method. Under this method,

deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying

amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred tax assets and liabilities

are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled. A valuation allowance is provided if it is more likely than not that some portion or all of a deferred tax

asset will not be realized.

The

Company is subject to certain state and local taxes, including franchise and other similar taxes, which will be recorded as general and

administrative expenses in the accompanying condensed consolidated statements of operations.

The

Company accounts for uncertainty in income taxes in accordance with GAAP. The Company recognizes the effect of income tax positions only

if those positions are more likely than not to be sustained upon examination by taxing authorities. The Company did not have any significant

unrecognized tax benefits as of July 31, 2026.

The

Company calculates its interim income tax provision in accordance with ASC 740-270, Income Taxes – Interim Reporting. At

the end of each interim period, the Company estimates its annual effective tax rate and applies that rate to year-to-date ordinary income

to determine the income tax expense (or benefit) for the period. Discrete items, such as changes in tax rates or valuation allowances,

are recognized in the period in which they occur. As the Company incurred a loss for the three and six months ended July 31, 2026, and

has recorded a full valuation allowance against its net deferred tax assets, no income tax expense or benefit has been recorded for the

interim period.

The

Company’s tax returns for periods beginning on or after February 12, 2026 remain subject to examination by federal and state taxing

authorities. Prior to the change in tax status, the Company was a pass-through entity and generally not subject to entity-level income

tax examinations.

F-23

Earnings

Per Share

The

Company is a limited liability company (“LLC”) with 1,000 Common Units issued and outstanding as of July 31, 2026. The Common

Units are not traded in a public market, and the Company has not filed, nor is it in the process of filing, with any regulatory agency

in preparation for the sale of its Common Units in a public market. Accordingly, the Company is not required to present earnings per

share under ASC 260, Earnings Per Share (“ASC 260”), and no such presentation is provided.

As

of July 31, 2026, the Company also had 1,000 Preferred Units outstanding. In accordance with ASC 260, if the Company were required to

present EPS, dividends on Preferred Units would be deducted from net income to arrive at income available to common unitholders, and

the Preferred Units may be considered participating securities requiring the application of the two-class method for the allocation of

earnings.

Segment

Information

Operating

segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief

operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. The Company views its

operations and manages its business in one segment.

Related

Party Transactions

The

Company identifies related-party transactions in accordance with ASC 850, Related Party Disclosures (“ASC 850”), which

requires disclosure of the nature of the relationship, the terms of the transaction, and any outstanding balances. A related party is

generally defined as (i) any person that holds 10% or more of the Company’s units and their immediate families, (ii) the Company’s

management, (iii) any entity that directly or indirectly controls, is controlled by, or is under common control with the Company, or

(iv) anyone who can significantly influence the financial and operating decisions of the Company.

A

transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Common types of related party transactions include, but are not limited to, sales, purchases, and transfers of real and personal property;

services received or furnished; borrowings, lending, and guarantees; and use of property and equipment by lease or otherwise. The Company

conducts business with its related parties in the ordinary course of business. Transactions involving related parties cannot be presumed

to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations

about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent

to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Transactions

with related parties are subject to the disclosure requirements of ASC 850, even if they are not recognized in the financial statements.

Related party transactions eliminated in the preparation of condensed consolidated financial statements are not required to be disclosed.

Transactions with members, including promissory notes and other arrangements, are evaluated to ensure terms approximate those of comparable

market transactions (see Note 7 — Related Party Transactions).

Leases

The

Company accounts for leases in accordance with ASC Topic 842, Leases (“ASC 842”). The Company determines whether an

arrangement is, or contains, a lease at inception. For leases with an initial term greater than 12 months, the Company recognizes a right-of-use

(“ROU”) asset and a lease liability based on the present value of the future lease payments over the lease term. The Company

uses an estimated incremental borrowing rate to discount future lease payments, as the rates implicit in the leases are not readily determinable.

The Company has elected the practical expedient to not separate lease and non-lease components for its real estate leases. Lease expense

for operating leases is recognized on a straight-line basis over the lease term.

If

the Company becomes reasonably certain to exercise a purchase option, the lease liability is remeasured to include the present value

of the purchase option price, and the ROU asset is adjusted by the same amount. The lease is then reclassified as a finance lease from

the date of remeasurement.

F-24

When

a lease modification decreases the scope of a lease (including shortening the lease term), the Company remeasures the lease liability

using a revised discount rate determined at the modification date. The Company proportionally decreases the carrying amount of the right-of-use

asset to reflect the partial or full termination of the lease. Any difference between the reduction in the lease liability and the proportionate

reduction in the right-of-use asset is recognized as a gain or loss in the condensed consolidated statements of operations at

the modification date.

Recent

Accounting Pronouncements

On

December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 amends ASC 740, Income Taxes,

to expand income tax disclosures and requires that we disclose (i) the income tax rate reconciliation using both percentages and reporting

currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items

that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income

taxes paid disaggregated by jurisdiction. The Company adopted ASU 2023-09 for the year ending January 31, 2027. The adoption of this

guidance did not have a material impact on the Company’s condensed consolidated financial statements, as the Company has recorded

a full valuation allowance against its deferred tax assets and has no material uncertain tax positions.

In

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business

entities to disclose, in the notes to the financial statements, additional disaggregated information about certain expense captions presented

on the face of the income statement, including amounts for specified categories such as purchases of inventory, employee compensation,

depreciation, intangible asset amortization, and depletion, as applicable. The amendments also require disclosure of selling expenses

and, in annual reporting periods, the entity’s definition of selling expenses. The amendments are effective for annual reporting

periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15,

2027. Early adoption is permitted. The amendments may be applied prospectively or retrospectively. The Company is currently evaluating

the impact of adopting ASU 2024-03 on its condensed consolidated financial statement disclosures.

In

December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 amends Topic 270 to improve the navigability of interim reporting guidance, clarify the applicability of interim reporting

requirements, and provide additional guidance regarding the form and content of interim financial statements and related notes. The amendments

also add a disclosure principle requiring entities to disclose events and changes since the end of the most recent annual reporting period

that have had a material impact on the entity. The amendments are not intended to change the fundamental nature of interim reporting

or expand or reduce current interim disclosure requirements. For public business entities, ASU 2025-11 is effective for interim reporting

periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied

prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2025-11 on its interim condensed consolidated

financial statement disclosures.

Note

4 — Deferred Costs

Deferred

costs represent specific incremental costs incurred by the Company in connection with its financing activities that have not yet been

completed as of the balance sheet date. These costs are deferred and will be applied against the proceeds of the related transaction

when it is completed, or expensed if it becomes probable that the transaction will not be completed. As of July 31, 2026, deferred costs

totaled $811,394, consisting of $789,257 related to project finance work and $22,137 related to the Company’s ATM offering.

The

$789,257 project finance costs were incurred in connection with obtaining project-level financing for the Company’s data center

facility. These costs are deferred in accordance with ASC 835-30, Interest — Imputation of Interest, and will be reclassified

as a direct deduction from the carrying amount of the related debt liability and amortized over the term of the financing upon closing

of the project financing. If the project financing is not completed, the deferred costs will be expensed in the period in which it becomes

probable that the transaction will not be completed.

F-25

The

$22,137 ATM costs represent specific incremental costs directly attributable to the Company’s at-the-market offering. These costs

are deferred in accordance with SEC Staff Accounting Bulletin Topic 5.A, Expenses of Offering, and will be charged against the

gross proceeds of the offering when it is completed. If the offering is not completed, the deferred costs will be expensed in the period

in which it becomes probable that the transaction will not be completed.

The

Company evaluates the recoverability of deferred costs at each reporting period. As of July 31, 2026, no portion of the deferred costs

has been charged to expense.

Note

5 – Asset Acquisition – T20 Mining Group LLC

On

February 13, 2026, the Company acquired 100% of the equity interests of T20 Mining Group LLC for total consideration of approximately

$33.5 million. The acquisition was funded by the proceeds from the issuance of Preferred Units (see Note 12 - Members’ Deficit).

The Company accounted for the transaction as an asset acquisition under ASC 805-50 because the acquired assets and liabilities did not

meet the definition of a business under ASC 805, Business Combinations. Management determined that the acquired set lacked substantive

processes, including an organized workforce, active hosting arrangements, and integrated operational systems necessary to continue outputs

on a stand-alone basis. The hosting arrangements that previously supported mining operations expired subsequent to the acquisition date

and were not renewed by the Company.

Purchase

Price Allocation

The

total cost of the acquisition was $33,650,000, which consists of cash consideration paid to the sellers of $33,500,000 and capitalized

transaction costs of $150,000. The following table presents the allocation of the total cost to the identifiable assets acquired based

on their relative fair values:

Asset (Liability) Category

Fair Value

% of Total Purchase Price

Buildings

$ 285,315

0.85 %

Tools, machinery, and equipment

438,327

1.30 %

Intangible - electric service agreement

32,642,125

97.00 %

Operating lease ROU asset

1,399,000

4.16 %

Lease liability

(1,399,000 )

-4.16 %

Other non-essential net assets

284,233

0.85 %

Total purchase price allocation

$ 33,650,000

100.00 %

The

$150,000 is added to the total fair value of the acquired assets and the allocated cost represents the capitalization of direct transaction

costs (primarily legal fees) incurred in connection with the acquisition, in accordance with ASC 805-50.

Reconciliation

of Acquisition Cost to Cost at Disposal

The

following table reconciles the total acquisition cost of $33,650,000 to the assets transferred to 10X Digital DropCo LLC (“DropCo”)

and the assets retained by the Company:

Amount

Total acquisition cost

$ 33,650,000

Assets transferred to DropCo (see Note 5):

Buildings (after depreciation and impairment)

248,000

Tools, machinery, and equipment (after impairment)

381,000

Net non-essential net assets

214,233

Total non-essential net assets transferred to DropCo

$ 843,233

Less: Assets transferred to DropCo

(843,233 )

Less: Q1 2026 activities (net loss from discontinued operations)

(164,642 )

ESA Retained in Host Digital

$ 32,642,125

F-26

Intangible

Asset – Electric Service Agreement (Indefinite Life)

The

ESA is a long-term contract with a utility provider that secures power capacity for the Company’s planned data center operations.

The fair value of the ESA was determined using an income approach (with-and-without method) and is classified within Level 3 of the fair

value hierarchy due to the use of significant unobservable inputs. The significant unobservable input used in the valuation was a discount

rate of 11.9%, which represents the Company’s weighted-average cost of capital. The ESA has been determined to have an indefinite

life because the contractual term is renewable without significant cost or modification, and the Company expects to renew it indefinitely.

Accordingly, the ESA is not amortized. Instead, it will be tested for impairment annually (or more frequently if events or changes in

circumstances indicate that its carrying amount may not be recoverable) in accordance with ASC 350, Intangibles — Goodwill and

Other.

Fixed

Assets

The

fair value of the fixed assets acquired from T20 was determined using a cost approach. The valuation considered replacement cost less

physical depreciation and obsolescence; the mining equipment was valued at its estimated salvage value. All fixed assets acquired from

T20 (buildings, site improvements, and mining-related equipment) were held by the Company from the acquisition date (February 13, 2026)

until February 26, 2026, when they were transferred to another legal entity under common ownership, DropCo.

During

the holding period from February 13, 2026 through February 26, 2026, the Company recognized depreciation of $11,696 on these assets to

record the decline in service potential over the 14-day period from acquisition to transfer.

Prior

to the transfer, the Company concluded that the decision to dispose of the assets shortly after acquisition was an impairment indicator

under ASC 360-10-35-21(f). Accordingly, the Company performed a recoverability test and determined that the carrying amount of the mining

equipment was not recoverable. The building was written down to its estimated fair value of $248,000, resulting in an impairment loss

of $25,619. The equipment was written down to its estimated fair value of $381,000, resulting in an impairment loss of $57,327. The total

impairment loss of $82,946 is included in discontinued operations (see Note 6 — Discontinued Operations).

As

the transfer was to a commonly controlled entity without consideration, it was accounted for as a non-reciprocal transfer. In accordance

with ASC 805-50-30-5, the assets were transferred at their carrying amount (after impairment), and no gain or loss was recognized in

the statements of operations (see Note 5 — Discontinued Operations).

Operating

Lease – Parking Lot

As

part of the T20 acquisition, the Company assumed an operating lease for a parking lot facility (Fourth Amendment to Lease dated May 19,

2025). The lease has no purchase option and continues through June 30, 2034. The right-of-use asset and corresponding lease liability

were recorded at $1,399,000 as of February 13, 2026. The Company uses an incremental borrowing rate of 10.45% for this lease. See Note

9 – Leases for further information.

Other

Non-Essential Net Assets

Other

non-essential net assets of $284,233 consist of various working capital items and liabilities acquired as part of the T20 transaction

that management has determined are not essential to the Company’s core data center infrastructure operations. These items are not

directly related to the Company’s primary strategic focus on developing and operating institutional-quality data centers supporting

AI and HPC workloads. The Company determined these items to be non-essential based on their nature as short-term working capital items

and their lack of strategic importance to the Company’s long-term data center strategy. These items primarily consist of cash of

$810,860, accounts receivable of $735,427, accrued revenue of $300,723, crypto wallet of $116,619, prepaid insurance of $795, electric

security deposit of $1,039,355, accounts payable of $959,551, accrued expenses of $510,640, loan payable (electric deposit) of $1,039,355,

and hosting deposit of $210,000.

F-27

Transaction

Costs

Direct

transaction costs (legal, valuation, and due diligence fees) incurred in connection with the acquisition were approximately $150,000.

Under ASC 805-50, these costs were capitalized as part of the cost of the assets acquired. The total cost of the acquisition of $33,650,000

reflected in the purchase price allocation above consists of cash consideration to the sellers of $33,500,000 and capitalized transaction

costs of $150,000.

Note

6 – Discontinued Operations

On

February 13, 2026, the Company acquired 100% of the equity interests of T20 Mining Group LLC as part of an asset acquisition (see Note

5– Asset Acquisition – T20 Mining Group LLC). The acquisition included certain assets and liabilities related to cryptocurrency

mining operations. Shortly thereafter, on February 26, 2026, the Company transferred the mining-related assets to 10X Digital DropCo

LLC (“DropCo”), a legal entity under common ownership, through a non-reciprocal transfer without receipt of any consideration.

The

transfer was made pursuant to an Intercompany Asset Transfer and Use Agreement and a Bill of Sale and Assignment and Assumption Agreement,

effective as of February 26, 2026. Under these agreements, the Company transferred certain assets acquired from T20 to DropCo, and DropCo

granted the Company a license to use certain assets owned or controlled by DropCo as are reasonably necessary for the Company to draw,

receive, and utilize electrical power pursuant to its Electric Service Agreement and related arrangements. The transfer reflects management’s

decision to separate non-essential mining-related assets from the Company’s core data center infrastructure operations.

The

Company determined that the mining operations acquired from T20 constituted a component of the entity, as the operations and cash flows

of the mining activity were clearly distinguishable from the Company’s core data center infrastructure operations. The Company

further determined that the disposal of the mining component represented a strategic shift that has a major effect on the Company’s

operations and financial results, as the mining activity accounted for substantially all of the Company’s revenue during the period

and the Company is exiting the cryptocurrency mining business to focus on its core data center operations. Accordingly, the mining component

is presented as a discontinued operation in accordance with ASC 205-20.

As

disclosed in Note 5– Asset Acquisition – T20 Mining Group LLC, in a transfer of assets between entities under common control,

the assets were transferred to DropCo at their carrying amount (after depreciation and impairment), and no gain or loss was recognized,

in accordance with ASC 805-50-30-5, which requires that assets transferred between entities under common control be measured at their

carrying amounts. ASC 845-10-30-10 further provides that nonmonetary assets distributed to owners in a spinoff are measured at their

recorded amount (after reduction for impairment). Additionally, ASC 360-10-45-15 requires that long-lived assets to be distributed to

owners in a spinoff continue to be classified as held and used until the distribution date, which supports the carrying amount measurement

basis.

For

the three months ended April 30, 2026, the loss from discontinued operations consisted of revenue from mining and hosting services of

$487,819, cost of sales of $487,819, resulting in gross profit of $0, depreciation expense of $11,696, loss on crypto asset remeasurement

of $70,000, and impairment loss on fixed assets of $82,946, resulting in a net loss from discontinued operations of $164,642. Revenue

from the discontinued mining operation represents amounts earned from providing mining and hosting services to external customers. Cost

of sales primarily represents utility costs incurred in connection with mining operations. During the holding period, the Company recognized

depreciation of approximately $11,696 on these assets (see Note 5 — Asset Acquisition – T20 Mining Group LLC).

F-28

The

net loss from discontinued operations of $164,642 is presented on the face of the statements of operations as a separate line

item below “Net loss from continuing operations.” The cash flows from discontinued operations are disclosed separately in

the statement of cash flows. There were no discontinued operations activities during the three months ended July 31, 2026. For the three

months ended April 30, 2026, the loss from discontinued operations consisted of the following major classes of line items:

Three Months Ended April 30, 2026

Revenue from mining and hosting services

$ 487,819

Cost of sales

(487,819 )

Depreciation expense

(11,696 )

Loss on crypto asset remeasurement

(70,000 )

Impairment loss on fixed assets

(82,946 )

Net loss from discontinued operations, net of tax

$ (164,642 )

Note

7 – Related Party Transactions

The

Company has identified the following material related party relationships and transactions:

● Loan

Payable – 10X LLC - The Company has an outstanding loan from 10X LLC, an entity wholly owned by Hans Thomas, a member and Manager

of the Company. The loan is evidenced by an Amended Loan Agreement dated July 31, 2026, which formalizes and consolidates all prior advances

made by 10X LLC to the Company. The loan bears interest at 8% per annum and matures on January 31, 2027. The principal balance as of

January 31, 2026 was $1,372,067. During the six months ended July 31, 2026, the Company made a voluntary prepayment of $500,000 on February

13, 2026, and received a new advance of $375,000 on April 30, 2026 and $605,181 on July 31, 2026 to fund a portion of the T20 asset acquisition

and operations. As of July 31, 2026, the outstanding principal balance was $1,852,248. The loan is classified as a current liability

due to its maturity within one year. For the three and six months ended July 31, 2026, the Company recognized interest expense of approximately

$25,000 and $45,000, respectively (see Note 8 — Debt).

● Transfer

of Net Assets to DropCo (Commonly Controlled Entity) - On February 26, 2026, the Company

transferred net assets with a carrying amount of $843,233 to DropCo, a commonly controlled

entity, without consideration. The transfer was accounted for as a distribution to owners

with no gain or loss recognized. (see Note 5 — Discontinued Operations).

● Lease

Guarantee - The lease for the Company’s primary facility (see Note 9 — Leases)

is held by 10X East Tulsa LLC, a wholly owned subsidiary of the Company, as tenant. The tenant’s

obligations under the lease are guaranteed by 10X Capital Partners Fund, LP, an entity controlled

by a key member of the Company. In accordance with ASC 850, Related Party Disclosures,

this related-party transaction has been disclosed. As of July 31, 2026, management has determined

that it is not probable that the Company will be required to make any payments under this

guarantee. Consequently, no liability has been recorded. Had it been probable, a liability

would have been recognized.

● Board

Appointment Agreement — Shawn Matthews (Subsequent Event) - On August 26, 2026, subsequent

to the balance sheet date, the Company entered into an Agreement for Board Appointment (the

“Board Appointment Agreement”) with Shawn Matthews in connection with his expected

appointment as Chairman of the Board upon consummation of the Merger with HCWC. Under the

Board Appointment Agreement, Mr. Matthews will receive: (i) an annual cash retainer of $300,000;

(ii) an initial equity award with a grant date target value of $7,500,000; (iii) an annual

equity bonus with a target value of $7,500,000; and (iv) eligibility to earn additional equity

awards upon achievement of specified market capitalization milestones. HCWC is not a party

to the Board Appointment Agreement; however, HCWC expects to provide Mr. Matthews with the

compensation set forth in the agreement following the consummation of the Merger. The Board

Appointment Agreement is a related party transaction because Mr. Matthews will serve as Chairman

of the Board of the combined company upon Merger closing. The agreement was entered into

subsequent to the balance sheet date and is disclosed as a non-recognized subsequent event

in accordance with ASC 855 (see Note 1 — Organization and Nature of Operations).

● Conflicts

of Interest - The Company’s management is aware of its responsibility to ensure that

all related-party transactions are conducted on terms that are fair and reasonable to the

Company. In accordance with its operating agreement, certain related-party transactions may

require approval by disinterested members or the board of managers.

F-29

Note

8 – Debt

Related

Party Loan – 10X LLC

The

Company has an outstanding loan from 10X LLC, an entity that is a related party due to common ownership with a member of the Company.

The loan was originally evidenced by a loan agreement with a principal balance of $1,372,067 as of January 31, 2026. On July 31, 2026,

the Company entered into an Amended Loan Agreement (the “Loan Agreement”), which formalizes and consolidates all prior advances

made by 10X LLC to the Company. As of July 31, 2026, the principal amount outstanding under the Loan Agreement was $1,852,248.

The

loan bears interest at 8% per annum, calculated on a 365-day basis for the actual number of days elapsed. Interest is payable at maturity.

The

loan matures on January 31, 2027. Because the maturity date is within twelve months of the balance sheet date (July 31, 2026), the outstanding

principal and accrued interest are classified as a current liability on the condensed consolidated balance sheet.

Loan

Activity During the Period

The

outstanding balance of the related party loan at January 31, 2026 was $1,372,067. During the six months ended July 31, 2026, the Company

made a voluntary prepayment of $500,000 on February 13, 2026, and received a new advance of $375,000 on April 30, 2026 and $605,181 on

July 31, 2026 from 10X LLC to fund a portion of the T20 operations. As a result, the outstanding balance at July 31, 2026 was $1,852,248.

Interest

Expense for Related Party Loan

For

the three and six months ended July 31, 2026, the Company recognized interest expense on this loan of approximately $25,000 and $45,000,

respectively.

Note

9 – Leases

The

Company leases operating facilities under non-cancelable lease agreements. Lease commencement occurs on the date the Company obtains

control of the leased property.

Property

Lease (Data Center Facility) – Finance Lease

Original

Operating Lease

On

November 25, 2025, the Company, through its wholly owned subsidiary 10X East Tulsa LLC, entered into a commercial real estate lease for

a data center facility in Tulsa, Oklahoma (the “Property Lease”). The Property Lease commenced on January 1, 2026, and originally

had a five-year non-cancelable term (January 1, 2026 – December 31, 2030). The Property Lease contained a purchase option allowing

the tenant to acquire the building for $23,500,000, exercisable with six months’ advance notice and closing required by October

1, 2026.

At

commencement, management determined that exercise of the purchase option was not reasonably certain because the decision remained contingent

on future operational developments (e.g., completion of the T20 Mining Group LLC acquisition, securing the power agreement, and tenant

leasing prospects). Accordingly, the Property Lease was initially classified as an operating lease under ASC 842.

F-30

Exercise

of Purchase Option and Reclassification to Finance Lease

On

March 26, 2026, the Company exercised a purchase option contained in the Property Lease to acquire the Property for a fixed price of

$23.5 million. In accordance with ASC 842, the exercise of the purchase option triggered a reassessment of the lease classification and

a remeasurement of the lease liability. Since the purchase option is reasonably certain to be exercised, the Property Lease was reclassified

as a finance lease effective March 26, 2026.

At

the remeasurement date, the lease liability was recalculated to include the present value of the $23.5 million purchase option, discounted

at the Company’s incremental borrowing rate of 15.75%. The right-of-use (ROU) asset was increased by the same amount as the increase

in the lease liability. The purchase of the Property is expected to close on or before October 1, 2026. As of July 31, 2026, the purchase

had not yet closed; therefore, the building is not recorded as owned property and remains classified as a finance lease ROU asset on

the condensed consolidated balance sheet. Upon closing, the building will be reclassified to property, plant and equipment.

Purchase

and Sale Agreement

On

June 23, 2026, the Company, through its wholly owned subsidiary 10X East Tulsa LLC, entered into a Purchase and Sale Agreement (the “PSA”)

with 5555 Property Developers, LLC to acquire the Property, which includes both the data center facility (subject to the Property Lease)

and the parking lot (subject to the Parking Lot Lease). The total purchase price under the PSA is $27,650,000 plus an amount equal to

the aggregate of all payments that would otherwise become due and payable under the Property Lease from and after the Closing Date through

the expiration of the term of the Property Lease. The closing is scheduled to occur on or before October 1, 2026, subject to the Company’s

right to extend the Closing Date for up to two successive 30-day periods.

As

of July 31, 2026, the purchase had not yet closed; therefore, the building is not recorded as owned property and remains classified as

a finance lease ROU asset on the condensed consolidated balance sheet. Upon closing of the PSA, the finance lease will be terminated

and the building will be reclassified to property, plant and equipment.

Parking

Lot Lease – Operating Lease (Acquired in T20 Transaction)

Acquisition

In

connection with the T20 Mining Group LLC asset acquisition (see Note 5 - Asset Acquisition – T20 Mining Group LLC), the Company

acquired a lease for a parking lot facility (Fourth Amendment to Lease dated May 19, 2025). The lease has no purchase option and no transfer

of ownership. It is classified as an operating lease. The lease term runs through June 30, 2034, with monthly payments escalating annually

as specified in the Fourth Amendment.

As

of the acquisition date (February 13, 2026), the Company recorded an ROU asset and corresponding lease liability at the present value

of remaining lease payments, which was determined to be $1,399,000. The discount rate used was 10.45% (the Company’s incremental

borrowing rate for this lease). The lease is being amortized on a straight-line basis over the remaining lease term.

Commitment

On

June 23, 2026, the Company entered into a Purchase and Sale Agreement (the “PSA”) to acquire the underlying property, which

includes the parking lot. The closing of the PSA is scheduled for October 1, 2026. Upon the closing of the PSA, the existing parking

lot lease will be terminated.

As

of July 31, 2026, the closing of the PSA has not yet occurred, and therefore the lease remains in effect with no modifications or termination

recognized during the period. The Company continues to amortize the ROU assets in accordance with its original amortization schedule.

Upon the anticipated closing in October 2026, the Company will derecognize the remaining ROU asset and lease liability and recognize

a gain or loss on lease termination in the period in which the closing occurs.

F-31

The

following table summarizes the Company’s leases:

Balance Sheet Classification

July 31, 2026

January 31, 2026

Operating lease right-of-use assets

$ 1,347,182

$ 1,906,639

Finance lease right-of-use assets

21,871,038

-

Total right-of-use assets

$ 23,218,220

$ 1,906,639

Operating lease liability, current

$ 80,911

$ 22,246

Finance lease liability, current

22,872,121

-

Operating lease liability, net of current

1,296,650

1,353,997

Finance lease liability, net of current

-

-

Total lease liabilities

$ 24,249,682

$ 1,376,243

The

amortization of the right-of-use assets of approximately $338,000 for the six months ended July 31, 2026 and was included in operating

cash flows. The amortization of the right-of-use assets for three months ended July 31, 2026 was approximately $159,000.

The

following table provides a summary of other information related to the leases at July 31, 2026 and January 31, 2026:

Other Information

July 31, 2026

January 31, 2026

Weighted-average remaining lease term for operating leases

7.8 years

4.92 years

Weighted-average discount rate for operating leases

10.45 %

15.75 %

Weighted-average remaining lease term for finance leases

0.2 years

0 years

Weighted-average discount rate for finance leases

15.75 %

-%

The

components of lease expenses for the three and six months ended July 31, 2026 was as follows:

Three Months Ended

July 31, 2026

Six Months Ended

July 31, 2026

Operating lease cost

$ 113,098

$ 226,548

Finance lease cost - amortization of right-of-use assets

141,713

236,188

Finance lease cost - interest on lease liabilities

884,480

1,212,209

Total lease expense

$ 1,139,291

$ 1,674,945

The

following table reconciles undiscounted cash flows to the present value of lease liabilities as of July 31, 2026:

Maturity of Lease Liabilities by Fiscal Year

Operating Leases

Finance Leases

2026 (remaining six months)

$ 109,148

$ 23,500,000

2027

224,662

-

2028

235,895

-

2029

247,690

-

2030

260,074

-

Thereafter

988,863

-

Total gross operating lease payments

$ 2,066,332

$ 23,500,000

Less: Imputed interest

(688,771 )

(627,879 )

Present value of future minimum lease payments

$ 1,377,561

$ 22,872,121

The

following table reconciles undiscounted cash flows to the present value of lease liabilities as of January 31, 2026:

Operating Leases

Twelve months ending:

January 31, 2027

$ 42,537

January 31, 2028

511,725

January 31, 2029

527,076

January 31, 2030

542,889

January 31, 2031

511,298

Total gross operating lease payments

2,135,525

Less: imputed interest

(759,282 )

Present value of future minimum lease payments

$ 1,376,243

The

following table presents supplemental cash flow information for the six-month period ended July 31, 2026:

2026

Cash paid for operating lease liability

$ (87,491 )

Cash paid for finance lease liability

$ -

F-32

Note

10 – Segment Information

ASC 280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating

segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for

which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker,

or group, in deciding how to allocate resources and assess performance.

The

Company operates in a single reportable segment: the development, ownership, and operation of institutional-quality data centers supporting

AI and HPC workloads. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer, who reviews

the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. The

CODM evaluates the Company’s performance primarily based on the consolidated net loss, as reported in the condensed consolidated

statements of operations, supplemented by certain significant expense details reflected in the table below.

There

have been no changes in the determination of our single operating segment or the measurement of segment loss during the period.

The

following table presents the Company’s segment information for the three and six months ended July 31, 2026 and 2025, which is

derived from the information regularly provided to the CODM:

For Three Months

July 31, 2026

For the period from

July 8, 2025

(Inception) through

July 31, 2025

For Six Months

July 31, 2026

For the period from

July 8, 2025

(Inception) through

July 31, 2025

Operating expenses:

Legal fee

$ 2,054,385

$       -

$ 2,544,871

$       -

Contractor and consulting fee

246,436

-

351,481

-

Auditing fee

213,855

-

213,855

-

Occupancy expense

20,900

-

41,801

-

Lease expense

113,098

-

226,548

-

Amortization expense — ROU asset

141,713

-

236,188

-

Other miscellaneous fee

3,210

-

3,210

-

Total operating expenses

2,793,597

-

3,617,954

-

Interest expense

909,626

-

1,256,800

-

Net loss from continuing operations before income taxes

$ (3,703,223 )

$ -

$ (4,874,754 )

$ -

Income tax benefit

-

-

-

-

Net loss from continuing operations

$ (3,703,223 )

$ -

$ (4,874,754 )

$ -

Net loss from discontinued operations, net of tax

-

-

(164,642 )

-

Net loss

$ (3,703,223 )

$ -

$ (5,039,396 )

$ -

The

Company’s segment assets are measured on the same basis as consolidated total assets. As of July 31, 2026, segment assets were

$56,908,285.

The

Company operates primarily in the United States and all of its long-lived assets are located in the United States. Revenue from external

customers will be derived primarily from customers located in the United States.

F-33

Note

11 – Commitments and Contingencies

Preferred

Units — Mandatory Redemption Feature

As

discussed in Note 12 — Members’ Deficit, the Company issued 1,000 Preferred Units to Graham Macro Strategic Ltd. and Graham

Credit Opportunities Ltd. for total cash consideration of $33,500,000. Pursuant to the Unit Purchase Agreement, the Company is required

to contribute substantially all of its assets to a publicly traded company (the “Contribution”) within a specified period

following the issuance of the Preferred Units, subject to extension for SEC and Nasdaq review delays. If the Contribution is not completed

within the Contribution Period, each Investor has the right to require the Company to redeem all of its Preferred Units for cash at a

price equal to 150% of its original capital contribution (i.e., $50,250,000 in the aggregate). The redemption obligation is senior to

all other equity interests of the Company.

The

Merger with HCWC is intended to satisfy the Contribution requirement. However, there can be no assurance that the Merger will be completed

or that the Contribution will occur within the required timeframe. See Note 12 — Members’ Deficit for additional information.

Merger

Agreement

On

May 27, 2026, the Company entered into a Merger Agreement with HCWC, a Delaware corporation whose Class A common stock is listed on the

NYSE American, and a wholly owned subsidiary of HCWC. Pursuant to the Merger Agreement, HCWC’s wholly owned subsidiary will merge

with and into Host Digital, with Host Digital surviving as a wholly owned subsidiary of HCWC.

On

August 27, 2026, HCWC stockholders approved all proposals required to complete the merger, satisfying a key closing condition. The companies

currently expect to complete the merger during late September 2026, subject to the satisfaction or waiver of remaining closing conditions.

The Merger remains subject to the satisfaction or waiver of the remaining closing conditions. There can be no assurance that the Merger

will be completed. See Note 1 — Organization and Nature of Operations for additional information.

Purchase

and Sale Agreement

On

June 23, 2026, the Company, through its wholly owned subsidiary 10X East Tulsa LLC, entered into a Purchase and Sale Agreement (the “PSA”)

with 5555 Property Developers, LLC to acquire approximately 14.10 acres of land and the improvements thereon (the “Property”)

located in Tulsa, Oklahoma. The Property includes both the data center facility (subject to the Property Lease) and the parking lot (subject

to the Parking Lot Lease).

The

total purchase price under the PSA is $27,650,000 plus an amount equal to the aggregate of all payments that would otherwise become due

and payable under the Property Lease from and after the Closing Date through the expiration of the term of the Property Lease. The PSA

does not allocate the purchase price between the Property and the parking lot; such allocation will be performed at closing based on

the relative fair values of the respective assets.

The

closing is scheduled to occur on or before October 1, 2026, subject to the Company’s right to extend the Closing Date for up to

two successive 30-day periods. There can be no assurance that the acquisition will be completed on the terms currently contemplated,

or at all. See Note 1 — Organization and Nature of Operations for further discussion.

Tenant

Lease (Subsequent Event)

On

August 7, 2026, subsequent to the balance sheet date, the Company secured a 15-year, take-or-pay lease as a lessor with one of

the world’s largest privately held cloud infrastructure companies for its data center facility in northeast Oklahoma. The lease

is expected to be supported by a backstop from a U.S.-based, investment-grade global technology company.

F-34

The

long-term, committed, take-or-pay agreement represents approximately $1.25 billion in contracted revenue over the 15-year base term and

covers 43 MW of critical IT load capacity at the Company’s currently energized facility. The lease includes annual rent escalators

and renewal options and represents approximately $3.2 billion in contracted revenue if all renewal options are exercised over a 30-year

total term. Delivery to the tenant is expected in the first quarter of 2027.

This

lease strengthens the Company’s ability to obtain project financing for the acquisition of the Property and supports management’s

plans to address the going concern uncertainty (see Note 2 — Going Concern).

Lease

Guarantee

The

lease for the Company’s primary facility (see Note 9 — Leases) is guaranteed by 10X Capital Partners Fund, LP, an entity

controlled by a key member of the Company. The guarantee is unconditional and covers all obligations of the tenant under the lease, including

the payment of rent and other charges. As of July 31, 2026, management has determined that it is not probable that the guarantor will

be required to make any payments under this guarantee. Accordingly, no liability has been recorded. If the guarantee were to be called,

the maximum potential amount of future payments would be the remaining lease payments under the original lease term (which, however,

will be superseded by the purchase option closing). The Company believes the likelihood of any material payment is remote.

Indemnification

Obligations

In

the ordinary course of business, the Company may enter into agreements that contain indemnification provisions, including indemnifications

of directors, officers, and employees under the Company’s operating agreement. The Company may also indemnify counterparties in

certain contracts, such as service providers or customers, for losses arising from the Company’s breach of contract, negligence,

or intellectual property infringement. As of July 31, 2026, the Company is not aware of any pending or threatened claims that would require

material payment under any indemnification provision, and no liability has been accrued.

Legal

Proceedings

From

time to time, the Company may be involved in legal proceedings or claims arising in the ordinary course of business. As of July 31, 2026,

there are no pending or threatened legal proceedings against the Company that management believes would have a material adverse effect

on the Company’s financial position, results of operations, or cash flows.

Contractual

Commitments for Power and Other Services

The

Company, through its subsidiaries, has entered into two Electric Service Agreements with Public Service Company of Oklahoma to secure

power capacity for its data center facility — a 20 MW agreement dated July 25, 2023, and a 25 MW agreement dated June 26, 2024.

Each ESA included an initial 12-month term with minimum monthly billing requirements of $86,614 and $161,300 per month, respectively.

As of July 31, 2026, both initial terms have expired, and the ESAs continue on a year-to-year basis with billing based on metered quantities

and no minimum billing requirement. The Company’s only remaining enforceable minimum payment commitment under the ESAs is approximately

$248,000, representing the 30-day termination notice period for each contract. The Company expects to pass through a substantial portion

of its ongoing utility costs to future tenants under long-term lease arrangements, but such pass-through is not guaranteed.

F-35

Note

12 – Members’ Deficit

Common

Units

The

Company’s authorized Common Units consist of 1,000 units, of which 1,000 were issued and outstanding as of July 31, 2026. Holders

of Common Units are entitled to one vote per unit and participate in distributions as set forth in the Company’s Amended and Restated

Limited Liability Company Agreement (the “LLC Agreement”). As of July 31, 2026, the Common Units were held by Hans Thomas

(45%), Harmol Samra (45%), and Alexander Monje (10%). No capital contributions have been made by the holders of Common Units.

Preferred

Units

On

February 13, 2026, the Company issued 1,000 Preferred Units to Graham Macro Strategic Ltd. and Graham Credit Opportunities Ltd. (collectively,

the “Investors”) for total cash consideration of $33,500,000. The proceeds were used to fund the T20 Mining Group LLC asset

acquisition (see Note 5 - Asset Acquisition – T20 Mining Group LLC). The Preferred Units have the following characteristics:

● Liquidation

Preference: The Preferred Units rank senior to Common Units with respect to distributions

and payments upon any voluntary or involuntary liquidation, dissolution, or winding up of

the Company. The liquidation preference is equal to the greater of (i) the original investment

amount ($33,500,000) and (ii) the amount the Investors would have received had the Preferred

Units been converted into Common Units immediately prior to such liquidation.

● Dividends:

The Preferred Units do not bear a stated dividend rate nor any preferential dividends. However,

they participate in any distributions declared on Common Units on an as-converted basis.

● Conversion:

The Preferred Units are not automatically convertible. A conversion ratio of 1:1 is used

solely for purposes of calculating as-converted entitlements and does not confer voting rights.

● Voting

Rights: Except for certain consent rights described in the LLC Agreement (e.g., approval

of mergers, asset sales, debt incurrence, and other major transactions), the Preferred Units

carry no voting rights.

Mandatory

Redemption Feature

Pursuant

to the Unit Purchase Agreement, the Company is required to contribute substantially all of its assets to a publicly traded company (“Contribution”)

within a specified period following the issuance of the Preferred Units (the “Contribution Period”), subject to extension

for SEC and Nasdaq review delays. If the Contribution is not completed within the Contribution Period, each Investor has the right to

require the Company to redeem all of its Preferred Units for cash at a price equal to 150% of its original capital contribution (i.e.,

$50,250,000 in the aggregate). The redemption obligation is senior to all other equity interests of the Company.

The

Contribution Period was originally scheduled to expire on May 14, 2026, subject to a possible 60-day extension for delays primarily attributable

to SEC review. As of July 31, 2026, the Contribution had not been completed. However, the Company and the Investors mutually agreed to

extend the Contribution Period beyond July 31, 2026 to allow the Company to complete the Contribution through the proposed merger with

HCWC. Because the Contribution Period had been extended by mutual agreement, the mandatory redemption feature was not exercisable by

the Investors as of July 31, 2026. Accordingly, the Preferred Units remained classified as temporary equity on the condensed consolidated

balance sheet as of July 31, 2026, and no reclassification to a liability was recorded.

The

Merger with HCWC is intended to satisfy the Contribution requirement. On August 27, 2026, HCWC stockholders approved all proposals required

to complete the merger, including the Stock Issuance Proposal, the Authorized Shares Proposal, and the Name Change Proposal. The companies

currently expect to complete the merger during late September 2026, subject to the satisfaction or waiver of remaining closing conditions.

There can be no assurance that the Merger will be completed or that the Contribution will occur within the required timeframe.

F-36

Temporary

Equity Classification

Because

the mandatory redemption feature is not solely within the Company’s control (the Contribution is subject to regulatory approvals

and other conditions), the Preferred Units are required to be classified as temporary equity (mezzanine equity) under ASC 480, Distinguishing

Liabilities from Equity and related SEC guidance. As of July 31, 2026, the Preferred Units are presented outside of permanent equity

on the condensed consolidated balance sheet with a carrying amount of $33,500,000.

The

Contribution must be completed within 90 days of February 13, 2026 (the issuance date of the Preferred Units), subject to a possible

60-day extension for delays primarily attributable to SEC reviews. Management evaluates the probability of the Contribution’s completion

at each reporting period. If it becomes probable that the Contribution will not be completed, the Preferred Units would be reclassified

as a liability at their then-fair value (including the 150% redemption premium). As of July 31, 2026, no such reclassification has occurred.

Accumulated

Deficit

The

Company has incurred net losses since inception. As of July 31, 2026, accumulated deficit was approximately $5.6 million.

Note

13– Subsequent Events

Management

has evaluated events and transactions occurring after July 31, 2026, through the date these financial statements were issued, and has

identified the following material subsequent events requiring disclosure.

Merger

with Healthy Choice Wellness Corp.

On

August 27, 2026, HCWC stockholders approved all proposals required to complete the previously announced merger with HCWC, satisfying

a key closing condition. HCWC filed the final voting results from the special stockholders meeting with the SEC on Form 8-K on August

27, 2026.

Subject

to the satisfaction or waiver of the remaining closing conditions, the companies currently expect to complete the merger during late

September 2026. At closing, Host Digital will become a wholly owned subsidiary of HCWC, and former Host Digital members are expected

to own approximately 96% of HCWC’s outstanding Class A common stock. The combined company expects to continue trading on the NYSE

American under the ticker symbol “HOST,” subject to exchange approval.

Reverse

Stock Split

On

August 27, 2026, HCWC stockholders approved an amendment to HCWC’s certificate of incorporation authorizing the Board of Directors,

in its discretion, to effect a reverse stock split of HCWC’s Class A common stock at a ratio of up to and including 1-for-100.

The Board subsequently approved a 1-for-35 reverse stock split (the “Reverse Stock Split”).

The

Reverse Stock Split became effective on August 28, 2026 at 11:59 p.m., Eastern Time. HCWC’s Class A common stock began trading

on a split-adjusted basis on the NYSE American under the symbol “HCWC” on Monday, August 31, 2026. The Reverse Stock Split

is being effected in connection with the Merger and is intended to help the combined company satisfy the NYSE American’s minimum

share price requirement of $4.00 for initial listing.

At

the Effective Time of the Reverse Stock Split, every thirty-five shares of HCWC’s issued and outstanding Class A common stock were

automatically converted into one issued and outstanding share of Class A common stock, without any change in the par value per share.

No fractional shares were issued; stockholders who would otherwise be entitled to receive a fractional share had that fractional interest

rounded up to the next whole share.

Tenant

Lease

On

August 7, 2026 (subsequent to the balance sheet date), Host Digital secured a 15-year, take-or-pay lease as a lessor with one of the

world’s largest privately held cloud infrastructure companies. The lease is expected to be supported by a backstop from a U.S.-based,

investment-grade global technology company.

The

long-term, committed, take-or-pay agreement represents approximately $1.25 billion in contracted revenue over the 15-year base term and

covers 43 MW of critical IT load capacity at Host Digital’s currently energized data center facility in northeast Oklahoma. The

lease includes annual rent escalators and renewal options and represents approximately $3.2 billion in contracted revenue if all renewal

options are exercised over a 30-year total term. Delivery to the tenant is expected in the first quarter of 2027.

This

lease strengthens the Company’s ability to obtain project financing for the acquisition of the Property and supports management’s

plans to address the going concern uncertainty (see Note 1 — Organization and Nature of Operations and Note 2 — Going Concern).

F-37

UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The

following unaudited pro forma condensed combined financial information presents the combination of the financial statements of Host Digital

Inc. (f/k/a Healthy Choice Wellness Corp.) (“Parent” or “HCWC”) and Host Digital Infrastructure LLC (“Host

Digital”) after giving effect to the merger (the “Merger”) described in this Current Report on Form 8-K. On

May 27, 2026, Parent, Healthy Choice Wellness II Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger

Sub”), and Host Digital entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the

Merger Agreement, on September 17, 2026, Merger Sub merged with and into Host Digital, with Host Digital surviving

the Merger as a wholly owned subsidiary of Parent (the “Surviving Entity”). As a result of the Merger, the separate corporate

existence of Merger Sub ceased, and Host DI continues as a Delaware limited liability company and a wholly owned subsidiary of Parent.

In

connection with the Merger, all of the Common Units and Preferred Units of Host Digital (collectively, the “Company Units”)

outstanding immediately prior to the effective time of the Merger (the “Effective Time”) were converted into the right to

receive (i) shares of Class A common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) determined in accordance

with the Exchange Ratio (as set forth in the Merger Agreement), or (ii) at the election of the holder, pre-funded warrants (“Pre-Funded

Warrants”) to purchase Parent Common Stock at an exercise price of $0.001 per share, in lieu of such shares (collectively, the

“Merger Consideration”). The Exchange Ratio was based on a Base Price of $425,000,000 (as set forth in the Merger Agreement)

divided by the Applicable Share Price (subject to a collar), and then divided by 2,000 (the total number of Company Units outstanding

prior to the Effective Time). The Merger Consideration was allocated among the holders of Company Units as set forth in the Allocation

Certificate described in the Merger Agreement. The parties intend that the Merger qualify as a transaction described in Section 351(a)

of the Code.

The

Merger was accounted for as a reverse acquisition under U.S. generally accepted accounting principles (“GAAP”) in accordance

with Accounting Standards Codification Topic 805, Business Combinations. Host Digital was identified as the accounting acquirer

because its former members hold a majority of the voting rights in the combined entity, designate a majority of the board of directors,

and appoint senior management. Parent was the accounting acquiree. Under the acquisition method of accounting, the assets and liabilities

of Parent were be recorded at their estimated fair values as of the acquisition date, and any excess of the purchase price over the fair

value of the net assets acquired will be recorded as goodwill.

The

consolidated financial statements of the combined company after the Merger represent a continuation of the financial statements of Host

Digital (the accounting acquirer), except for its capital structure. Host Digital’s historical equity is eliminated

and replaced with the legal capital structure of Parent (the legal acquirer). The number of shares of Parent Common Stock issued to Host

Digital’s former members is used to restate Host DI’s historical equity for all periods presented, with any difference

between the par value of the new shares and the historical par value of Host Digital’s equity recorded as an adjustment

to additional paid-in capital. This restatement is required under reverse acquisition accounting (ASC 805-40) and is not a standalone

recapitalization. The assets and liabilities of Host Digital are carried over at their historical carrying values, as the combined

entity is a continuation of Host Digital’s financial statements.

The

unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the historical balance sheet of Parent as of that date

with the historical balance sheet of Host Digital as of July 31, 2026 (the closest practicable date to align to June 30, 2026),

as if the Merger had occurred on June 30, 2026.

The

unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December

31, 2025 combine the historical results of Parent and Host Digital for those periods as if the Merger had occurred on January

1, 2025. Parent’s historical results for the year ended December 31, 2025 are derived from its audited consolidated financial

statements incorporated by reference into this proxy statement. Host Digital’s historical results for the Period from July

8, 2025 (inception) through January 31, 2026 are derived from its audited financial statements and have been aligned to the twelve months

ended December 31, 2025 using interim stub-period adjustments. The pro forma statement of operations for the six months ended June 30,

2026 reflects the combined results of Parent and Host Digital for the period ended June 30, 2026, as required by Regulation S-X

Rule 11-02(c)(2)(i). Although Host Digital’s balance sheet is as of July 31, 2026, the 30-day difference between the balance

sheet date (July 31) and the income statement period end (June 30) is less than one fiscal quarter and is permitted under Rule 11-02(c)(3).

Host Digital’s historical results for the six months ended July 31, 2026 have been evaluated for materiality and are not

considered material to the pro forma statement of operations for the six months ended June 30, 2026.

The

Merger is presented in the unaudited pro forma condensed combined financial information; however, the Parent’s accounting analysis

for certain aspects of the Merger is incomplete as of the date of this filing. The unaudited pro forma combined financial information

does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be associated with the Merger. Because

the accounting for these items remains incomplete, the final pro forma adjustments may differ materially from those presented in this

Current Report on Form 8-K. Parent will update the pro forma financial information in subsequent filings as the analyses are completed.

See Note 2 – In-process Accounting Analysis. The pro forma information is provided for illustrative purposes only and does not

purport to represent what the actual consolidated results of operations or financial condition of the combined company would have been

had the Merger occurred on the dates assumed, nor is it necessarily indicative of future consolidated results of operations or financial

condition.

The

unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements of

Parent and Host Digital, the notes thereto, and the other information contained in this Current Report on Form 8-K.

F-38

HEALTHY

CHOICE WELLNESS CORP.

UNAUDITED

PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS

OF JUNE 30, 2026

HCWC Historical (Actual from 10-Q)

(6/30/26)

Host Digital Historical (7/31/26)

Pro Forma Adjustments

Notes

Pro Forma Combined

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$ 893,825

$ -

$ -

$ 893,825

Accounts receivable, net

253,253

-

-

253,253

Inventories

4,016,277

-

-

4,016,277

Prepaid expenses and vendor deposits

247,754

236,546

-

484,300

Deferred costs

1,221,474

811,394

(2,032,868 )

A

-

Due from related party

180,084

-

-

180,084

Other current assets

132,912

-

-

132,912

TOTAL CURRENT ASSETS

6,945,579

1,047,940

(2,032,868 )

5,960,651

Property, plant, and equipment, net

1,786,837

-

29,785,526

B

31,572,363

Intangible assets -  electric service agreement

-

32,642,125

-

32,642,125

Intangible assets, net

3,708,809

-

-

3,708,809

Goodwill

2,212,000

-

422,788,000

C

425,000,000

Right-of-use assets – operating lease

10,085,408

1,347,182

(1,347,182 )

B

10,085,408

Right-of-use assets – finance lease

132,958

21,871,038

(21,871,038 )

B

132,958

Investment in other entity - related party

2,242,769

-

-

2,242,769

Other assets

624,877

-

-

624,877

TOTAL ASSETS

$ 27,739,237

$ 56,908,285

$ 427,322,438

$ 511,969,960

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses

$ 9,053,036

$ 3,707,689

$ 666,852

A

$ 13,427,577

Contract liabilities

35,101

-

-

35,101

Current portion of loans payable

1,107,329

-

-

1,107,329

Operating lease liability, current

3,341,179

80,911

(80,911 )

B

3,341,179

Finance lease liability, current

28,433

22,872,121

(22,872,121 )

B

28,433

Due to related party

-

-

-

-

Loan Payable - Related Party

-

1,852,248

-

1,852,248

Other liabilities

14,833

-

29,785,526

B

29,800,359

TOTAL CURRENT LIABILITIES

13,579,911

28,512,969

7,499,346

49,592,226

Loans payable, net of current portion

3,621,387

-

-

3,621,387

Operating lease liability, net of current

6,869,472

1,296,650

(1,296,650 )

B

6,869,472

Finance lease liability, net of current

107,972

-

-

107,972

Other long-term liabilities

56,327

-

-

56,327

TOTAL LIABILITIES

24,235,069

$ 29,809,619

6,202,696

60,247,384

COMMITMENTS AND CONTINGENCIES

Redeemable Preferred Units (Temporary Equity)

-

33,500,000

(33,500,000 )

D

-

STOCKHOLDERS’ EQUITY

Class A common stock, $0.001 par value per share, 1,900,000,000 shares authorized; 854,068 and

571,164 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

854

-

45,316

E

46,170

Class B common stock, $0.001 par value per share, 60,000,000 shares authorized and 0 shares issued

and outstanding as of June 30, 2026 and December 31, 2025, respectively.

-

-

-

-

Series A convertible preferred stock, $0.001 par value per share, 40,000,000 shares authorized,

5,250 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

5

-

-

5

Common units (1,000 units and 0 units issued and  outstanding as of April 30, 2026 and

January 31, 2026, no par value; no capital contributions)

-

-

-

D

-

Additional paid-in capital/Members’ capital

14,913,955

(843,233 )

456,421,816

A/D/F

457,234,502

Additional paid-in capital adjustment

-

(13,258,036 )

C/B/G

-

Accumulated deficit

(11,410,646 )

(5,558,101 )

11,410,646

H

(5,558,101 )

TOTAL STOCKHOLDERS’ EQUITY

3,504,168

(6,401,334 )

454,619,742

451,722,576

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 27,739,237

$ 56,908,285

$ 427,322,438

$ 511,969,960

F-39

(A)

Transaction

costs of approximately $5,500,000 are reflected in the pro forma adjustment as a $2,032,868 elimination of deferred costs and corresponding

reduction of additional paid-in capital (offering-related costs deferred under SAB Topic 5.A), and a $666,852 increase to accrued

expenses and corresponding increase to accumulated deficit (acquisition-related costs expensed under ASC 805-10-25-23). The $2,800,280

of acquisition-related costs already incurred, expensed or accrued by Host Digital and HCWC in their historical financial statements

are included in the historical accumulated deficit and require no additional pro forma adjustment. Refer to Note 4 — Transaction

Costs for further detail.

(B)

The

adjustment reflects the acquisition of the Project Facility and the parking lot, which is recorded as an increase to property, plant

and equipment of $29,785,526, representing the Purchase Price under the Purchase and Sale Agreement dated June 23, 2026. The Purchase

Price consists of (i) a base purchase price of $27,650,000 and (ii) $2,135,526 representing the aggregate of all payments that would

otherwise become due and payable under the Existing Lease from and after the Closing Date through the expiration of the term of the

Existing Lease. The existing finance lease right-of-use asset of $21,871,038 and corresponding finance lease liability of $22,872,121

are eliminated, as the finance lease for the data center facility is replaced by the acquisition of the underlying asset, resulting

in a gain on lease termination of $1,001,083. The adjustment also eliminates the operating lease right-of-use asset of $1,347,182

and the corresponding operating lease liability of $1,377,561 (current portion of $80,911 and long-term portion of $1,296,650) for

the parking lot, as the parking lot is included in the acquired property, resulting in a gain on lease termination of $30,379. The

aggregate net gain on lease terminations of $1,031,462 is recorded as a reduction to accumulated deficit. A corresponding liability

for the unpaid purchase price of $29,785,526 is recorded as other liability.

(C)

The

$422,788,000 of goodwill reflected in the pro forma condensed combined balance sheet consists of (i) the preliminary recording of

the $425,000,000 Base Price as goodwill, reduced by (ii) the elimination of HCWC’s historical goodwill of $2,212,000, which

is not carried forward under reverse acquisition accounting. Refer to Note 5 – Goodwill for further detail.

(D)

The

adjustment eliminates Host Digital’s preferred units ($33,500,000, classified as mezzanine equity) and common units (no par

value, no capital contributions), as all outstanding Company Units are converted into HCWC Common Stock in connection with the Merger.

The elimination of the Preferred Units assumes the successful closing of the Merger. If the Merger does not close, the Preferred

Units would remain outstanding as temporary equity, subject to the mandatory redemption feature described in Host Digital’s

historical financial statements. The issuance of HCWC Common Stock is recorded in adjustment (E).

(E)

The

adjustment reflects the aggregate par value of $45,316 (at $0.001 per share) for all new shares of HCWC Common Stock issued in connection

with the Merger, after giving effect to the 1-for-35 reverse stock split effected on August 28, 2026. This includes approximately

44,973,545 shares issued to Host Digital’s unitholders as Merger Consideration (based on a Base Price of $425,000,000 divided by

the Applicable Share Price of $0.27, as adjusted for the reverse stock split) and approximately 342,857 bonus shares issued to HCWC’s

directors, officers and employees (representing the 12,000,000 pre-split bonus shares as adjusted for the reverse stock split). The

corresponding excess over par value is recorded in adjustment (F).

(F)

The

adjustment of $456,421,816 to additional paid-in capital consists of (i) $424,954,684 representing the excess fair value over par

value of new shares issued in the Merger, after giving effect to the 1-for-35 reverse stock split effected on August 28, 2026 (including

approximately 44,973,545 shares issued to Host Digital’s unitholders and approximately 342,857 bonus shares issued to HCWC’s directors,

officers and employees), (ii) $33,500,000 representing the conversion of Host Digital’s preferred units into HCWC Common Stock, and

(iii) a $2,032,868 reduction for deferred offering costs under SAB Topic 5.A.

(G)

The

($13,258,036) reflects the adjustment that eliminates HCWC’s historical additional paid-in capital as part of the reverse acquisition

accounting. HCWC’s old equity structure is replaced by new equity issued to Host Digital’s members. The adjustment also includes

removing $2,212,000 HCWC goodwill upon merger, and additional accrual for acquisition related legal fee of $666,852. The adjustment

has been reduced by the net gain on lease terminations of $1,031,462, which consists of a $30,379 gain on the parking lot operating

lease termination and a $1,001,083 gain on the property finance lease termination, both of which are included in Ticker B. Refer

to Ticker B for further detail regarding the lease terminations and the acquisition of the Project Facility and parking lot.

(H)

The

$11,410,646 reflects the adjustment that eliminates HCWC’s accumulated deficit because the combined company will carry forward

the retained earnings (or accumulated deficit) of the accounting acquirer, not HCWC’s.

F-40

HEALTHY

CHOICE WELLNESS CORP.

UNAUDITED

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR

THE SIX MONTHS ENDED JUNE 30, 2026

HCWC Historical (Actual from 10-Q)

Host Digital Historical (Six Months

Ended July 31, 2026)

Pro Forma Adjustments

Notes

Pro Forma Combined

SALES, NET

$ 34,854,867

$ -

$ -

$ 34,854,867

COST OF SALES

21,510,364

-

-

21,510,364

-

GROSS PROFIT

13,344,503

-

-

13,344,503

OPERATING EXPENSES

17,600,683

3,617,954

(645,624 )

I

20,573,013

LOSS FROM OPERATIONS

(4,256,180 )

(3,617,954 )

645,624

(7,228,510 )

OTHER INCOME (EXPENSE)

-

Loss on debt extinguishment

(435,441 )

-

-

(435,441 )

Other (expense) income, net

(1,886 )

-

-

(1,886 )

Interest expense, net

(343,119 )

(1,256,800 )

1,212,209

J

(387,710 )

Loss from equity investment

(83,389 )

-

-

(83,389 )

Impairment loss on equity method investment

(1,623,922 )

-

1,623,922

K

-

TOTAL OTHER INCOME (EXPENSE), NET

(2,487,757 )

(1,256,800 )

2,836,131

(908,426 )

LOSS BEFORE TAXES

(6,743,937 )

(4,874,754 )

3,481,755

(8,136,936 )

INCOME TAX BENEFIT

-

-

-

-

NET LOSS FROM CONTINUING OPERATIONS

$ (6,743,937 )

$ (4,874,754 )

$ 3,481,755

$ (8,136,936 )

TOTAL NET LOSS PER SHARE-BASIC AND DILUTED

$ (9.71 )

$ -

$ 0.08

$ (0.18 )

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES

694,355

-

45,316,402

L

46,010,757

(I)

The

($645,624) adjustment eliminates $226,548 of parking lot and property lease expenses, $236,188

of property finance ROU amortization, and $537,375 of HCWC stock-based compensation, and

adds $354,487 of depreciation expense on the acquired property and parking lot. Refer to

Ticker B for further detail regarding the acquisition of the Project Facility and parking

lot.

(J)

The

$1,212,209 adjustment removes finance lease interest from interest expense as the related finance lease was terminated upon acquisition

of the Project Facility.

(K)

The

$1,623,922 positive adjustment eliminates HCWC’s historical impairment loss on its investment in a related party (HCMC).

(L)

Reflects

the issuance of (i) approximately 44,973,545 shares of HCWC Common Stock to Host Digital’s unitholders as Merger Consideration

and (ii) approximately 342,857 bonus shares to HCWC’s officers, directors and employees upon a change of control, in each case

as adjusted for the 1-for-35 reverse stock split effected on August 28, 2026.

F-41

HEALTHY

CHOICE WELLNESS CORP.

UNAUDITED

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR

THE YEAR ENDED DECEMBER 31, 2025

HCWC Historical (Actual from 10-K)

Host Digital Historical (for period

from July 8, 2025 (inception) through January 31, 2026)

Pro Forma Adjustments

Notes

Pro Forma Combined

SALES, NET

$ 78,205,678

$ -

$ -

$ 78,205,678

COST OF SALES

47,548,514

-

-

47,548,514

-

GROSS PROFIT

30,657,164

-

-

30,657,164

OPERATING EXPENSES

33,141,280

510,392

1,278,326

M

34,929,998

LOSS FROM OPERATIONS

(2,484,116 )

(510,392 )

(1,278,326 )

(4,272,834 )

OTHER INCOME (EXPENSE)

-

Loss on debt extinguishment

(441,130 )

-

-

(441,130 )

Other income, net

2,315

-

2,315

Interest expense, net

(1,012,871 )

(8,313 )

-

(1,021,184 )

TOTAL OTHER INCOME (EXPENSE), NET

(1,451,686 )

(8,313 )

-

(1,459,999 )

LOSS BEFORE TAXES

(3,935,802 )

(518,705 )

(1,278,326 )

(5,732,833 )

INCOME TAX BENEFIT

-

-

NET LOSS

$ (3,935,802 )

$ (518,705 )

$ (1,278,326 )

$ (5,732,833 )

BASIC AND DILUTED NET LOSS PER SHARE

$ (8.31 )

$ -

$ (0.03 )

$ (0.13 )

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES

473,468

-

45,316,402

L

45,789,870

(M)

The

$1,278,326 adjustment eliminates $97,500 of HCWC stock-based compensation, adds $708,974 of depreciation expense on the acquired

property and parking lot, and adds $666,852 of acquisition-related costs expensed under ASC 805-10-25-23. Refer to Ticker B for further

detail regarding the acquisition of the Project Facility and parking lot.

(L)

Reflects

the issuance of (i) approximately 44,973,545 shares of HCWC Common Stock to Host Digital’s unitholders as Merger Consideration and

(ii) approximately 342,857 bonus shares to HCWC’s officers, directors and employees upon a change of control, in each case as adjusted

for the 1-for-35 reverse stock split effected on August 28, 2026.

F-42

Selected

Per Share Data (Unaudited)

The

following tables present historical and pro forma earnings per share, book value per share, and dividends per share in accordance with

Items 14(b)(9) and (b)(10) of Schedule 14A under the Securities Exchange Act of 1934. All per-share amounts and share counts have been

retroactively adjusted to reflect the 1-for-35 reverse stock split effected on August 28, 2026.

Year Ended

December 31, 2025

Six Months Ended

June 30, 2026

Earnings Per Share

Historical HCWC basic and diluted net loss per share

$ (8.31 )

$ (9.71 )

Pro forma combined basic and diluted net loss per share

$ (0.13 )

$ (0.18 )

Year Ended

December 31, 2025

Six Months Ended

June 30, 2026

Book Value Per Share

Historical HCWC book value per share (as of period end)

$ 12.79

$ 4.10

Pro forma combined book value per share (as of June 30, 2026)

$ -

$ 9.78

Year

Ended

December 31, 2025

Six

Months Ended

June 30, 2026

Dividends

Per Share

Historical

HCWC dividends per share

$

-

$

-

Pro

forma combined dividends per share

$

-

$

-

F-43

NOTES

TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note

1 – Basis of Pro Forma Presentation

The

unaudited pro forma condensed combined financial information is based on the historical consolidated financial statements of Healthy

Choice Wellness Corp. (“HCWC”) and the historical financial statements of Host Digital Infrastructure LLC (“Host Digital”)

as adjusted to give effect to the transaction accounting adjustments in accordance with U.S. generally accepted accounting principles

(“GAAP”) to reflect the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of May

27, 2026 (the “Merger Agreement”), by and among HCWC, Healthy Choice Wellness II Corp., a Delaware corporation and wholly

owned subsidiary of HCWC (“Merger Sub”), and Host Digital.

The

Merger is considered a reverse acquisition under GAAP because the former members of Host Digital will hold a majority of the voting rights

in the combined entity, will designate a majority of the board of directors, and will appoint senior management. As a result, Host Digital

is identified as the accounting acquirer and HCWC as the accounting acquiree. The accompanying unaudited pro forma condensed combined

financial statements have been prepared in accordance with Article 11 of Regulation S-X and based on the historical financial information

of HCWC and Host Digital, after giving effect to the Merger and the adjustments described herein. The historical consolidated financial

information has been adjusted to give effect to pro forma events that are (i) directly attributable to the Merger and (ii) factually

supportable. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been

condensed or omitted, as permitted by such rules and regulations.

In

connection with the Merger, HCWC effected a 1-for-35 reverse stock split of its Class A Common Stock, par value $0.001 per share, which

became effective at 11:59 p.m., Eastern Time, on August 28, 2026. The reverse stock split did not change the number of authorized shares

of HCWC’s capital stock or the par value per share of the Class A Common Stock. All share counts and per-share amounts in the accompanying

unaudited pro forma condensed combined financial information have been retroactively adjusted to reflect the reverse stock split as if

it had occurred at the beginning of the earliest period presented. Because the reverse stock split was effected after the June 30, 2026

balance sheet date but before the issuance of these pro forma financial statements, the retroactive adjustment is required under SAB

Topic 4.C and ASC 260-10-55.

In

connection with the Merger, HCWC also amended its certificate of incorporation to increase the number of authorized shares of HCWC capital

stock from 600,000,000 to 2,000,000,000, consisting of (i) 1,960,000,000 shares of common stock, of which 1,900,000,000 are designated

Class A common stock and 60,000,000 are designated Class B common stock, and (ii) 40,000,000 shares of preferred stock, of which 13,250

are designated Series A Convertible Preferred Stock. The authorized shares amendment became effective concurrently with the reverse stock

split on August 28, 2026. The increase in authorized shares is reflected in the pro forma balance sheet caption and does not affect the

dollar amounts of the pro forma equity balances.

The

unaudited pro forma condensed combined statements of operations give effect to the Merger as if it had occurred on January 1, 2025. Accordingly,

the pro forma weighted-average shares outstanding include (i) HCWC’s historical weighted average shares, (ii) the approximately 44,973,545

shares of HCWC Common Stock issued to Host Digital’s unitholders as Merger Consideration, and (iii) the approximately 342,857 bonus shares

issued to HCWC’s directors, officers and employees, in each case as adjusted for the 1-for-35 reverse stock split. The pro forma combined

weighted-average shares outstanding were 46,010,757 for the six months ended June 30, 2026 and 45,789,870 for the year ended December

31, 2025. See Note 6 — Earnings Per Share for further detail.

The

unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the Merger as if it had occurred on June 30,

2026, the end of the most recent period for which a balance sheet is required. The unaudited pro forma condensed combined statements

of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 give effect to the Merger as if it had

occurred on January 1, 2025.

The

pro forma adjustments are presented for informational purposes only and are described in the accompanying notes based on information

and assumptions currently available at the time of the filing of this Current Report on Form 8-K. The unaudited pro forma condensed combined

financial information is not necessarily indicative of what the combined company’s results of operations or financial condition would

have been had the Merger been completed on the dates indicated above. In addition, it is not necessarily indicative of the combined company’s

future results of operations or financial condition and does not reflect all actions that have been or may be taken by the combined company

following the Merger.

The

accompanying unaudited pro forma condensed combined financial statements are based on HCWC’s audited consolidated financial statements

for the year ended December 31, 2025, HCWC’s unaudited condensed consolidated financial statements for the six months ended June 30,

2026, and Host Digital’s audited financial statements for the period from July 8, 2025 (inception) through January 31, 2026 and its unaudited

interim financial information for the six months ended July 31, 2026. The unaudited pro forma condensed combined balance sheet as of

June 30, 2026 gives effect to the Merger as if it had occurred on June 30, 2026. The unaudited pro forma condensed combined statements

of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 give effect to the Merger as if it had

occurred on January 1, 2025.

Host

Digital’s historical balance sheet is presented as of July 31, 2026, and its historical statement of operations is presented for the

six months ended July 31, 2026. The 31-day difference between Host Digital’s balance sheet date (July 31, 2026) and HCWC’s balance sheet

date (June 30, 2026) is less than one fiscal quarter and is permitted under Regulation S-X Rule 11-02(c)(3). Host Digital’s historical

results for the six months ended July 31, 2026 have been evaluated for materiality and are not considered material to the pro forma statement

of operations for the six months ended June 30, 2026.

The

unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 excludes the historical results

of Host Digital’s discontinued operations related to its cryptocurrency mining component. On February 13, 2026, Host Digital acquired

T20 Mining Group LLC and subsequently, on February 26, 2026, transferred the mining-related assets to 10X Digital DropCo LLC, a commonly

controlled entity, without consideration. Host Digital determined that the mining operations constituted a component of the entity and

that the disposal represented a strategic shift that has a major effect on its operations and financial results. Accordingly, the mining

component is presented as a discontinued operation in accordance with ASC 205-20.

Host

Digital’s historical financial statements for the six months ended July 31, 2026 include a net loss from discontinued operations of $164,642

related to its former cryptocurrency mining operations. In accordance with Article 11 of Regulation S-X, the unaudited pro forma condensed

combined statement of operations is presented through income (loss) from continuing operations. Accordingly, Host Digital’s discontinued

operations are not included in the unaudited pro forma condensed combined statement of operations.

F-44

Note

2 – In-process Accounting Analysis

The

Merger is presented in the unaudited pro forma condensed combined financial information; however, the Company’s accounting analysis

for certain aspects of the Merger is incomplete as of the date of this filing. The unaudited pro forma combined financial information

does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be associated with the Merger. The

Company has discussed the implications of certain items where the accounting is incomplete, as follows:

●

Purchase

price allocation (goodwill and intangible assets) – The preliminary allocation of the purchase price to HCWC’s identifiable

assets and liabilities is based on estimated fair values. A final valuation of HCWC’s assets (including property, plant and

equipment, intangible assets, and any contingent liabilities) has not yet been completed. The final allocation may differ materially

from the preliminary adjustments presented. The Company expects to complete the purchase price allocation before the filing of its

annual report on Form 10-K for the year ending December 31, 2026.

●

Fair

value of Pre-Funded Warrants – The Pre-Funded Warrants are classified as equity, and for pro forma purposes their fair value

is estimated as the Applicable Share Price minus the nominal exercise price of $0.001 per share. The actual Applicable Share Price

will not be determined until shortly before the Closing Date, as defined in the Merger Agreement, based on the volume weighted average

price of HCWC Common Stock over a specified period, subject to a collar. The final fair value of the Pre-Funded Warrants may differ

from the estimate used in these pro forma financial statements. The Company expects to determine the final fair value at the Closing

Date.

●

Transaction

costs – The Company estimates direct and incremental transaction costs associated with the Merger to be approximately $5,500,000.

The Merger is expected to result in significant legal, advisory, accounting, filing, and other transaction costs. The actual amount

of such costs may differ materially from the estimates used in these pro forma financial statements. The Company expects to determine

the actual transaction costs incurred for the year ended December 31, 2026, before the filing of its annual report on Form 10-K for

that year.

●

Common

shares outstanding vs. EPS shares – The pro forma balance sheet reflects approximately 46.2 million common shares outstanding

following the Merger, after giving effect to the 1-for-35 reverse stock split effected on August 28, 2026. The pro forma earnings

per share calculation uses weighted average shares of 46,010,757 for the six months ended June 30, 2026 and 45,789,870 for the year

ended December 31, 2025. These weighted average share counts include (i) HCWC’s historical weighted average shares, (ii) the approximately

44,973,545 shares issued to Host Digital’s unitholders as Merger Consideration, and (iii) the approximately 342,857 bonus shares

issued to HCWC’s directors, officers and employees, in each case as adjusted for the reverse stock split. The final number of shares

to be used for post-merger EPS will be determined after the closing of the Merger and will be reflected in future filings.

Because

the accounting for these items remains incomplete, the final pro forma adjustments may differ materially from those presented in this

Current Report on Form 8-K. The Company will update the pro forma financial information in subsequent filings as the analyses are completed.

Note

3 – Pro Forma Adjustments

Article

11 of Regulation S-X allows for the presentation of reasonably estimable synergies (or dis-synergies) and other transaction effects that

have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present

Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined

financial information.

The

unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transactions and has been

prepared for informational purposes only.

F-45

The

pro forma Transaction Accounting Adjustments for the Transaction, based on preliminary estimates that could change materially as additional

information is obtained, are as follows:

(A)

Transaction

costs of approximately $5,500,000 are reflected in the pro forma adjustment as a $2,032,868

elimination of deferred costs and corresponding reduction of additional paid-in capital (offering-related

costs deferred under SAB Topic 5.A), and a $666,852 increase to accrued expenses and corresponding

increase to accumulated deficit (acquisition-related costs expensed under ASC 805-10-25-23).

The $2,800,280 of acquisition-related costs already incurred, expensed or accrued by Host

Digital and HCWC in their historical financial statements are included in the historical

accumulated deficit and require no additional pro forma adjustment. Refer to Note 4 —

Transaction Costs for further detail.

(B)

The

adjustment reflects the acquisition of the Project Facility and the parking lot, which is

recorded as an increase to property, plant and equipment of $29,785,526, representing the

Purchase Price under the Purchase and Sale Agreement dated June 23, 2026. The Purchase Price

consists of (i) a base purchase price of $27,650,000 and (ii) $2,135,526 representing the

aggregate of all payments that would otherwise become due and payable under the Existing

Lease from and after the Closing Date through the expiration of the term of the Existing

Lease. The existing finance lease right-of-use asset of $21,871,038 and corresponding finance

lease liability of $22,872,121 are eliminated, as the finance lease for the data center facility

is replaced by the acquisition of the underlying asset, resulting in a gain on lease termination

of $1,001,083. The adjustment also eliminates the operating lease right-of-use asset of $1,347,182

and the corresponding operating lease liability of $1,377,561 (current portion of $80,911

and long-term portion of $1,296,650) for the parking lot, as the parking lot is included

in the acquired property, resulting in a gain on lease termination of $30,379. The aggregate

net gain on lease terminations of $1,031,462 is recorded as a reduction to accumulated deficit.

A corresponding liability for the unpaid purchase price of $29,785,526 is recorded as other

liability.

(C)

The

$422,788,000 of goodwill reflected in the pro forma condensed combined balance sheet consists

of (i) the preliminary recording of the $425,000,000 Base Price as goodwill, reduced by (ii)

the elimination of HCWC’s historical goodwill of $2,212,000, which is not carried forward

under reverse acquisition accounting. Refer to Note 5 – Goodwill for further detail.

(D)

The

adjustment eliminates Host Digital’s preferred units ($33,500,000, classified as mezzanine

equity) and common units (no par value, no capital contributions), as all outstanding Company

Units are converted into HCWC Common Stock in connection with the Merger. The elimination

of the Preferred Units assumes the successful closing of the Merger. If the Merger does not

close, the Preferred Units would remain outstanding as temporary equity, subject to the mandatory

redemption feature described in Host Digital’s historical financial statements. The

issuance of HCWC Common Stock is recorded in adjustment (E).

(E)

The

adjustment reflects the aggregate par value of $45,316 (at $0.001 per share) for all new

shares of HCWC Common Stock issued in connection with the Merger, after giving effect to

the 1-for-35 reverse stock split effected on August 28, 2026. This includes approximately

44,973,545 shares issued to Host Digital’s unitholders as Merger Consideration (based on

a Base Price of $425,000,000 divided by the Applicable Share Price of $0.27, as adjusted

for the reverse stock split) and approximately 342,857 bonus shares issued to HCWC’s directors,

officers and employees (representing the 12,000,000 pre-split bonus shares as adjusted for

the reverse stock split). The corresponding excess over par value is recorded in adjustment

(F)

(F)

The

adjustment of $456,421,816 to additional paid-in capital consists of (i) $424,954,684 representing

the excess fair value over par value of new shares issued in the Merger, after giving effect

to the 1-for-35 reverse stock split effected on August 28, 2026 (including approximately

44,973,545 shares issued to Host Digital’s unitholders and approximately 342,857 bonus shares

issued to HCWC’s directors, officers and employees), (ii) $33,500,000 representing the conversion

of Host Digital’s preferred units into HCWC Common Stock, and (iii) a $2,032,868 reduction

for deferred offering costs under SAB Topic 5.A.

(G)

The

$(13,258,036) reflects the adjustment that eliminates HCWC’s historical additional paid-in capital as part of the reverse acquisition

accounting. HCWC’s old equity structure is replaced by new equity issued to Host Digital’s members. The adjustment is composed of

the following:

a.

Elimination

of HCWC’s historical additional paid-in capital as part of the reverse acquisition accounting.

b.

Removal

of $2,212,000 of HCWC goodwill upon the Merger.

c.

Additional

accrual for acquisition-related legal fees of $666,852.

d.

Reduction

for the net gain on lease terminations of $1,031,462, which consists of a $30,379 gain on the parking lot operating lease termination

and a $1,001,083 gain on the property finance lease termination. Both lease termination gains are included in Ticker B. Refer to

Ticker B for further detail regarding the lease terminations and the acquisition of the Project Facility and parking lot.

F-46

(H)

The

$11,410,646 reflects the adjustment that eliminates HCWC’s accumulated deficit because the

combined company will carry forward the retained earnings (or accumulated deficit) of the

accounting acquirer, not HCWC’s.

(I)

The

$(645,624) adjustment eliminates $226,548 of parking lot and property lease expenses, $236,188

of property finance ROU amortization, and $537,375 of HCWC stock-based compensation, and

adds $354,487 of depreciation expense on the acquired property and parking lot. Refer to

Ticker B for further detail regarding the acquisition of the Project Facility and parking

lot.

(J)

The

$1,212,209 adjustment removes finance lease interest from interest expense as the related

finance lease was terminated upon acquisition of the Project Facility.

(K)

The

$1,623,922 positive adjustment eliminates HCWC’s historical impairment loss on its

investment in a related party (HCMC).

(L)

Reflects

the issuance of (i) approximately 44,973,545 shares of HCWC Common Stock to Host Digital’s unitholders as Merger Consideration and

(ii) approximately 342,857 bonus shares to HCWC’s officers, directors and employees upon a change of control, in each case as adjusted

for the 1-for-35 reverse stock split effected on August 28, 2026.

(M)

The

$1,278,326 adjustment eliminates $97,500 of HCWC stock-based compensation, adds $708,974

of depreciation expense on the acquired property and parking lot, and adds $666,852 of acquisition-related

costs expensed under ASC 805-10-25-23. Refer to Ticker B for further detail regarding the

acquisition of the Project Facility and parking lot.

Note

4 – Transaction Costs

Under

ASC 805-10-25-23, acquisition-related costs incurred by the acquirer to effect a business combination are generally expensed as incurred.

However, costs incurred to issue debt or equity securities to effect a business combination are not subject to that requirement; instead,

they are recognized under other applicable U.S. GAAP. For equity issuance costs, SAB Topic 5.A (codified in ASC 340-10-S99-1) states

that specific incremental costs directly attributable to a proposed or actual offering of equity securities may be deferred and charged

against the gross proceeds of the offering, typically as a reduction of additional paid-in capital. Because the Merger is accounted for

as a reverse acquisition under ASC 805-40 and Host Digital is the accounting acquirer, the equity securities issued in connection with

the Merger are considered securities of the accounting acquirer.

The

Company estimates that direct and incremental transaction costs associated with the Merger will be approximately $5,500,000. These costs

include legal, accounting, advisory, financial printing, and other regulatory filing expenses. Of this total, $2,800,280 of acquisition-related

costs have already been incurred, expensed or accrued by HCWC and Host Digital in their historical financial statements and are included

in the historical accumulated deficit; accordingly, no additional pro forma adjustment is required for such amounts. The remaining $2,699,720

of estimated transaction costs are reflected in the pro forma adjustments as follows: $2,032,868 represents deferred offering costs capitalized

by HCWC and Host Digital as of the balance sheet date that will be reclassified to equity upon the closing of the Merger and the related

financing (SAB Topic 5.A), and $666,852 represents additional Merger-related costs incurred but unpaid as of the balance sheet date (acquisition-related

costs expensed under ASC 805-10-25-23).

F-47

Treatment

of acquisition-related costs

ASC

805-10-25-23 requires that acquisition-related costs — including finder’s fees, advisory, legal, accounting, valuation and other

professional or consulting fees, general administrative costs, and costs of maintaining an internal acquisitions department — be

expensed in the periods in which the costs are incurred and the services are received. In a business combination, such costs are considered

separate transactions for services received and are not part of the consideration transferred to the acquiree. Of the total estimated

transaction costs, $2,800,280 of acquisition-related costs have already been incurred, expensed or accrued by HCWC and Host Digital in

their historical financial statements and are included in the historical accumulated deficit; accordingly, no additional pro forma adjustment

is required for such amounts. The remaining $666,852 of acquisition-related costs incurred but unpaid as of the balance sheet date is

recognized in the pro forma adjustments as an increase to accrued expenses and a corresponding increase to accumulated deficit.

Treatment

of offering-related costs

SAB

Topic 5.A (codified in ASC 340-10-S99-1) states that specific incremental costs directly attributable to a proposed or actual offering

of securities may be deferred and charged against the gross proceeds of the offering. Costs that may qualify for deferral include registration

fees, filing fees, listing fees, specific legal and accounting costs, and transfer agent and registrar fees. The Company has allocated

$2,032,868 to offering-related costs, consisting of SEC filing fees, NYSE American listing fees, transfer agent fees, specific legal

and accounting costs for preparing offering documents, financial printing for the securities, and other direct costs of issuing the shares

and pre-funded warrants. These costs are deferred and recorded as a reduction of additional paid-in capital, with no effect on net income.

Pro

forma adjustments

In

the unaudited pro forma condensed combined balance sheet, the following transaction-cost adjustments are presented in the “Pro

Forma Adjustments” column:

●

Elimination

of deferred costs: $(2,032,868) — removes HCWC’s and Host Digital’s historical deferred offering costs capitalized as of June

30, 2026 and July 31, 2026, respectively.

●

Reduction

of additional paid-in capital (APIC): $(2,032,868) — defers offering-related costs against equity upon closing (SAB Topic 5.A).

●

Increase

to accrued expenses: $666,852 — reflects additional transaction costs incurred but not yet paid as of the balance sheet date.

●

Increase

to accumulated deficit: $666,852 — expensing of acquisition-related costs (ASC 805-10-25-23).

In

the pro forma income statement for the year ended December 31, 2025, the $666,852 of acquisition-related costs is included within operating

expenses, increasing net loss by $666,852. Under the pro forma assumption that the Merger occurred on January 1, 2025, the acquisition-related

expense is fully reflected in the year ended December 31, 2025 and is not repeated in the six months ended June 30, 2026. The offering-related

costs have no effect on either pro forma income statement

The

Company has elected not to present Management’s Adjustments under Article 11 of Regulation S-X; therefore, only Transaction Accounting

Adjustments are included. The actual transaction costs may differ materially from the estimates used in the pro forma financial statements.

Note

5 – Goodwill

In

connection with the reverse acquisition, HCWC’s historical goodwill of $2,212,000 has been eliminated in the pro forma condensed

combined balance sheet. Under reverse acquisition accounting (ASC 805-40), Host Digital is the accounting acquirer and HCWC is the accounting

acquiree. The consolidated financial statements are a continuation of Host Digital’s financial statements; therefore, HCWC’s

pre-acquisition goodwill is not carried forward. ASC 805-30 requires that the acquiree’s historical goodwill be eliminated and

replaced by newly measured goodwill.

The

total consideration of $425,000,000 has been preliminarily recorded as goodwill because the purchase price allocation is not yet complete.

This preliminary amount will be allocated to HCWC’s identifiable assets and liabilities based on their fair values as of the acquisition

date. Any excess of the consideration over the fair value of net identifiable assets acquired will remain as goodwill. The final purchase

price allocation, including the determination of any intangible assets and residual goodwill, will be completed after the closing of

the Merger based on a third-party valuation and may differ materially from the preliminary presentation.

F-48

Note

6 – Earnings Per Share (EPS)

Basic

net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares

of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share for the periods presented

because all potential common shares are anti-dilutive. See the “Selected Per Share Data” section for the presentation of

historical and pro forma per-share amounts.

The

Pre-Funded Warrants issued in connection with the Merger have a nominal exercise price of $0.001 per share. Although the exercise price

is de minimis, for pro forma purposes the Pre-Funded Warrants are not included in the weighted-average common shares outstanding used

to calculate basic net loss per share because they represent a separate class of equity instruments. The pro forma weighted-average shares

outstanding presented below consist solely of common shares, including (i) the approximately 44,973,545 shares issued to Host Digital’s

unitholders as Merger Consideration and (ii) the approximately 342,857 bonus shares issued to HCWC’s directors, officers and employees

(representing the 12,000,000 pre-split bonus shares as adjusted for the 1-for-35 reverse stock split).

The

Pre-Funded Warrants are considered participating securities because they are entitled to receive dividends or other distributions to

the same extent as holders of common stock. Under the two-class method required by Accounting Standards Codification (ASC) 260, Earnings

Per Share, in periods of net loss, no loss is allocated to the warrant holders because they do not have a contractual obligation to share

in the Company’s losses. Consequently, the entire net loss is attributable to common stockholders.

For

the six months ended June 30, 2026 and the year ended December 31, 2025, the pro forma weighted-average shares outstanding were 46,010,757

and 45,789,870, respectively, after giving effect to the 1-for-35 reverse stock split effected on August 28, 2026, and assuming the Merger

occurred on January 1, 2025. The pro forma weighted-average shares outstanding consist of (i) HCWC’s historical weighted average shares,

(ii) approximately 44,973,545 shares issued to Host Digital’s unitholders as Merger Consideration, and (iii) approximately 342,857 bonus

shares issued to HCWC’s directors, officers and employees.

Note

7 - Income Taxes

The

unaudited pro forma condensed combined financial statements do not reflect any income tax adjustments related to the Merger other than

the carryover of the historical tax bases of the assets and liabilities of Host Digital (the accounting acquirer) and HCWC (the accounting

acquiree) under Section 351(a) of the Code. HCWC and Host Digital have each recorded full valuation allowances against their deferred

tax assets, including NOL carryforwards, as it is more likely than not that such assets will not be realized. As a result, no income

tax benefit has been recognized for the net losses of either entity in the pro forma statements of operations. The NOL carryforwards

of both entities may be subject to annual limitations under Section 382 of the Code following the Merger, the amount of which has not

yet been determined.

F-49

EX-99.4

EX-99.4

Filename: ex99-4.htm · Sequence: 15

Exhibit 99.4

HOST

DIGITAL INC.

POLICY

ON RECOUPMENT OF INCENTIVE COMPENSATION

Introduction

The

Board of Directors (the “Board”) of Host Digital Inc. (the “Company”) has adopted

this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation

in certain circumstances in the event of a restatement of financial results by the Company. This Policy shall be interpreted to comply

with the requirements of U.S. Securities and Exchange Commission rules and Section 811 of the NYSE American Company Guide implementing

Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”)

and, to the extent this Policy is in any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended

to be compliant with such rules.

Administration

This

Policy shall be administered by the Compensation Committee. Any determinations made by the Compensation Committee shall be final and

binding on all affected individuals. The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations

necessary, appropriate, or advisable for the administration of this Policy, in all cases consistent with the Dodd-Frank Act. The Board

or the Compensation Committee may amend this Policy from time to time in its discretion.

Covered

Executive Officers

This

Policy applies to any current or former “executive officer,” within the meaning of Rule 10D-1 under the Securities Exchange

Act of 1934, as amended, of the Company or a subsidiary of the Company (each such individual, an “Executive”).

This Policy shall be binding and enforceable against all Executives and their beneficiaries, executors, administrators, and other legal

representatives.

Recoupment

Upon Financial Restatement

If

the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting

requirement under securities laws, including any required accounting restatement to correct an error in previously issued financial statements

that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected

in the current period or left uncorrected in the current period (a “Financial Restatement”), the Compensation

Committee shall cause the Company to recoup from each Executive, as promptly as reasonably possible, any erroneously awarded Incentive-Based

Compensation, as defined below.

No-Fault

Recovery

Recoupment

under this Policy shall be required regardless of whether the Executive or any other person was at fault or responsible for accounting

errors that contributed to the need for the Financial Restatement or engaged in any misconduct.

Compensation

Subject to Recovery; Enforcement

This

Policy applies to all compensation granted, earned, or vested based wholly or in part upon the attainment of any financial reporting

measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements,

and any measure that is derived wholly or in part from such measures, whether or not presented within the Company’s financial statements

or included in a filing with the U.S. Securities and Exchange Commission, including stock price and total shareholder return (“TSR”).

Such compensation includes, but is not limited to, performance-based cash and stock, stock option, or other equity or equity-based awards

paid or granted to the Executive (“Incentive-Based Compensation”). Compensation that is granted, vests or is

earned based solely upon the occurrence of non-financial events is not subject to this Policy, such as base salary, restricted stock,

options subject only to time-based vesting, and bonuses awarded solely at the discretion of the Board or Compensation Committee and not

based on the attainment of any financial measure.

In

the event of a Financial Restatement, the amount to be recovered will be the excess of (i) the Incentive-Based Compensation received

by the Executive during the Recovery Period (as defined below), based on the erroneous data and calculated without regard to any taxes

paid or withheld, over (ii) the Incentive-Based Compensation that would have been received by the Executive had it been calculated based

on the restated financial information, as determined by the Compensation Committee. For purposes of this Policy, “Recovery

Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare

the Financial Restatement, as determined in accordance with the last sentence of this paragraph, or any transition period that results

from a change in the Company’s fiscal year (as set forth in Section 811(c)(1)(i)(D) of the NYSE American Company Guide). The date

on which the Company is required to prepare a Financial Restatement is the earlier to occur of (A) the date the Board or a Board committee

(or authorized officers of the Company if Board action is not required) concludes, or reasonably should have concluded, that the Company

is required to prepare a Financial Restatement or (B) the date a court, regulator, or other legally authorized body directs the Company

to prepare a Financial Restatement.

For

Incentive-Based Compensation based on stock price or TSR, where the amount of erroneously awarded compensation is not subject to mathematical

recalculation directly from the information in the Financial Restatement, the Compensation Committee shall determine the amount to be

recovered based on a reasonable estimate of the effect of the Financial Restatement on the stock price or TSR upon which the Incentive-Based

Compensation was received, and the Company shall document the determination of that reasonable estimate and provide it to the NYSE American.

Incentive-Based

Compensation is considered to have been received by an Executive in the fiscal year during which the applicable financial reporting measure

was attained or purportedly attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of such

period.

The

Company may use any legal or equitable remedies that are available to the Company to recoup any erroneously awarded Incentive-Based Compensation,

including but not limited to collecting from an Executive cash payments or shares of Company common stock or forfeiting any amounts that

the Company owes to the Executive. Executives shall be solely responsible for any tax consequences to them that result from the recoupment

or recovery of any amount pursuant to this Policy, and the Company shall have no obligation to administer the Policy in a manner that

avoids or minimizes any such tax consequences.

No

Indemnification

The

Company shall not indemnify any Executive or pay or reimburse the premium for any insurance policy to cover any losses incurred by such

Executive under this Policy or any claims relating to the Company’s enforcement of rights under this Policy.

HOST DIGITAL INC. – POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION 2

Exceptions

The

compensation recouped under this Policy shall not include Incentive-Based Compensation received by an Executive (i) prior to beginning

service as an Executive or (ii) at any time if the Executive did not serve as an Executive at any time during the performance period

applicable to the Incentive-Based Compensation in question. The Compensation Committee (or a majority of independent directors serving

on the Board) may determine not to seek recovery from an Executive in whole or in part to the extent it determines in its sole discretion

that such recovery would be impracticable because (A) the direct expense paid to a third party to assist in enforcing recovery would

exceed the recoverable amount (after having made a reasonable attempt to recover the erroneously awarded Incentive-Based Compensation

and providing corresponding documentation of such attempt to the NYSE American), (B) recovery would violate any home country law that

was adopted prior to November 28, 2022, as determined by an opinion of counsel licensed in the applicable jurisdiction that is acceptable

to and provided to the NYSE American, or (C) recovery would likely cause the Company’s 401(k) plan or any other tax-qualified retirement

plan to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and the

regulations thereunder.

Other

Remedies Not Precluded

The

exercise by the Compensation Committee of any rights pursuant to this Policy shall be without prejudice to any other rights or remedies

that the Company, the Board, or the Compensation Committee may have with respect to any Executive subject to this Policy, whether arising

under applicable law or regulation (including Section 304 of the Sarbanes-Oxley Act of 2002) or pursuant to the terms of any other policy

of the Company or any equity award, cash incentive award, or employment or other agreement applicable to an Executive. Notwithstanding

the foregoing, there will be no duplication of recovery of the same Incentive-Based Compensation under this Policy and pursuant to any

other such rights or remedies.

Acknowledgment

The

Compensation Committee may require any Executive to sign and return to the Company the acknowledgement form attached hereto as Exhibit

A, pursuant to which such Executive shall agree to be bound by the terms of, and comply with, this Policy. For the avoidance of doubt,

each Executive shall be fully bound by, and must comply with, the Policy, whether or not such Executive has executed and returned such

acknowledgment form to the Company.

Effective

Date and Applicability

This

Policy has been adopted by the Board, effective as of September 17, 2026 (the “Effective Date”), and

shall apply to any Incentive-Based Compensation that is received by an Executive on or after September 17, 2026.

HOST DIGITAL INC. – POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION 3

EXHIBIT

A

HOST

DIGITAL INC.

POLICY

ON RECOUPMENT OF INCENTIVE COMPENSATION

ACKNOWLEDGEMENT

FORM

Capitalized

terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) have the meanings

ascribed to such terms in the Policy.

By

signing this Acknowledgement Form, the undersigned acknowledges, confirms and agrees that the undersigned: (i) has received and reviewed

a copy of the Policy; (ii) is and will continue to be subject to the Policy, both during and after the undersigned’s employment

with the Company; and (iii) will abide by the terms of the Policy, including, without limitation, by reasonably promptly returning any

recoverable compensation to the Company as required by the Policy, as determined by the Compensation Committee in its sole discretion.

Sign:

Name:

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v3.26.3

Cover

Sep. 17, 2026

Cover [Abstract]

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Sep. 17, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-42274

Entity Registrant Name

HEALTHY CHOICE WELLNESS CORP.

Entity Central Index Key

0001948864

Entity Tax Identification Number

88-4128927

Entity Incorporation, State or Country Code

DE

Entity Address, Address Line One

3800

North 28th Way

Entity Address, Address Line Two

Unit# 1

Entity Address, City or Town

Hollywood

Entity Address, State or Province

FL

Entity Address, Postal Zip Code

33020

City Area Code

(305)

Local Phone Number

600-5004

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HOST

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NYSEAMER

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