Form 8-K

8-K — Strive, Inc.

Accession: 0000950103-26-015690

Filed: 2026-10-16

Period: 2026-10-15

CIK: 0001920406

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dp255095_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (dp255095_ex0101.htm)

EX-99.1 — EXHIBIT 99.1 (dp255095_ex9901.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):

October 15, 2026

STRIVE, INC.

(Exact name of Company as specified in its charter)

Nevada

001-41612

88-1293236

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

200 Crescent Ct, Suite 1400, Dallas, TX

75201

(Address of principal executive offices)

(Zip Code)

(855) 427-7360

(Company’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 Company 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, $0.001 par value per share

ASST

The Nasdaq Stock Market LLC

Variable Rate Series A Perpetual Preferred Stock, par value $0.001 per share

SATA

The Nasdaq Global Market

Indicate by check mark whether the Company is

an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check

mark if the Company 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. ☐

Item 1.01

Entry into a Material Definitive Agreement

On October 15, 2026,

Strive, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting

Agreement”) with Barclays Capital Inc. and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of

the several underwriters (the “Underwriters”), relating to the issuance and sale in an underwritten offering (the “Offering”)

of 7,000,000 shares (the “Shares”) of the Company’s 15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value

per share (the “SATS Stock”), an upsize of 2,000,000 shares over the amount previously announced, at a public offering price

of $90 per share. The issuance and sale of the SATS Stock is scheduled to settle on October 20, 2026, subject to customary closing conditions.

Certain terms of the SATS Stock are described in more detail in the Company’s press release announcing the pricing of the Offering,

which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

The Company estimates that the gross proceeds

from the Offering will be approximately $630 million, before deducting the underwriting discounts and commissions and the Company’s

estimated offering expenses. The Company intends to use the net proceeds from the Offering for general corporate purposes, including,

among other things, the acquisition of bitcoin and bitcoin-related products and for working capital, the purchase of income generating

assets to grow the Company’s business, other capital expenditures, and/or repurchases of shares of the Company’s Class A common

stock, par value $0.001 per share (the “Class A Common Stock”), or its Variable Rate Series A Perpetual Preferred Stock, par

value $0.001 per share (the “SATA Stock”). The Company may also use such proceeds to fund acquisitions of businesses, assets

or technologies that complement the Company’s current business.

The Underwriting Agreement contains customary

representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company

and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination

provisions.

The Offering is being made pursuant to an effective

shelf registration statement on Form S-3ASR (Registration No. 333-290252) on file with the Securities and Exchange Commission (the “SEC”).

The Offering will be made only by means of a prospectus supplement and an accompanying prospectus.

The foregoing description of the Underwriting

Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Underwriting Agreement, which is filed

herewith as Exhibit 1.1 and incorporated herein by reference.

Item 8.01.

Other Events.

On October

15, 2026, the Company issued a press release relating to the pricing of the Offering. A copy of the press

release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Cautionary Statement Regarding Forward-Looking

Statements

Certain statements herein and the press release

attached hereto may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform

Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder,

and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder,

which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, express

or implied statements regarding the outlook and expectations of Strive and its subsidiaries, the strategic benefits and financial benefits

of the merger transaction with Semler Scientific, Inc. (the “merger transaction”), including the expected impact of the merger

transaction on Strive’s future financial performance, the ability to successfully integrate the combined businesses, the estimated

proceeds of the offering, the anticipated timing of settlement, the anticipated use of any proceeds from the offering and the terms of

the securities being offered. Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,”

“will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,”

“expect,” “estimate,” “continue,” “plan,” “project,” “predict,”

“potential,” “assume,” “forecast,” “target,” “budget,” “outlook,”

“trend,” “guidance,” “objective,” “goal,” “strategy,” “opportunity,”

and “intend,” as well as words of similar meaning or other statements concerning opinions or judgments of Strive and its respective

management team about future events. Forward-looking statements are based on

assumptions as of the time they are made and are

subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of

occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking

statements as a result of various important factors. Other risks, uncertainties and assumptions, including, among others, the following:

· the outcome of any legal proceedings that may be instituted against Strive or its subsidiaries;

· the possibility that the anticipated benefits of the merger transaction are not realized when expected

or at all, including as a result of changes in, or problems arising from, implementation of Bitcoin treasury strategies and risks associated

with Bitcoin and other digital assets, general economic and market conditions, interest and exchange rates, monetary policy, and laws

and regulations and their enforcement;

· the diversion of management’s attention from ongoing business operations and opportunities;

· dilution caused by Strive’s issuance of additional shares of its SATS Stock, Class A Common Stock

or SATA Stock;

· potential adverse reactions of Strive’s clients and customers or changes to business or employee

relationships, including those resulting from the completion of the merger transaction; and

· other factors that may affect future results of Strive or the future trading performance of its SATS Stock,

Class A Common Stock or SATA Stock.

These factors are not necessarily all of the factors

that could cause Strive’s actual results, performance or achievements to differ materially from those expressed in or implied by

any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm Strive’s results.

Although Strive believes that its expectations

with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business

and operations, there can be no assurance that the actual results of Strive will not differ materially from any projected future results

expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described

above can be found in Strive’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and quarterly reports on Form

10-Q, and other documents subsequently filed by Strive with the SEC.

The actual results anticipated may not be realized

or, even if substantially realized, they may not have the expected consequences to or effects on Strive or its businesses or operations.

Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained herein and

the press release attached hereto speak only as of the date hereof, and Strive undertakes no obligation to update or clarify these forward-looking

statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

No Offer or Solicitation

Neither this Current Report on Form 8-K nor the

press release attached hereto is intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the

solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

1.1

Underwriting Agreement, dated October 15, 2026, by and between the Company, Barclays Capital Inc. and Cantor Fitzgerald & Co., as the representatives of the several underwriters with respect to the Offering.

99.1

Press Release of Strive, Inc. dated October 15, 2026.

104

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

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

Date: October 16, 2026

Strive, Inc.

/s/ Matthew Cole

Name: Matthew Cole

Title: Chief Executive Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: dp255095_ex0101.htm · Sequence: 2

Exhibit 1.1

7,000,000 SHARES OF

15.00% SERIES A

PERPETUAL SATS PREFERRED STOCK

UNDERWRITING AGREEMENT

October 15, 2026

Barclays Capital Inc.

Cantor Fitzgerald & Co.

As Representatives of the several

Underwriters named in Schedule I attached hereto

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Strive, Inc., a Nevada corporation

(the “Company”), proposes to sell an aggregate of 7,000,000 shares (the “Securities”)

of the Company’s 15.00% Series A Perpetual SATS Preferred Stock, par value $0.001 per share, with a stated amount of $100.00 per

share (“Preferred Stock”) in the respective amounts set forth in Schedule I attached to this agreement (this

“Agreement”).

Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that:

(a)

A registration statement on Form S-3 (File No. 333-290252), including a base prospectus, relating to the offer and sale of certain

securities of the Company, including the Securities, has (i) been prepared by the Company in conformity with the requirements of the Securities

Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange

Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and

(iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by

the Company (or made available through the Commission’s Electronic Data Gathering Analysis Retrieval System (“EDGAR”))

to you upon request as the representatives (the “Representatives”) of the underwriters named in Schedule I (the

“Underwriters”). As used in this Agreement:

(i) “Applicable

Time” means 7:10 PM, New York City time, on October 15, 2026;

(ii) “Effective

Date” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto,

if any, became, or is deemed to have become, effective by the Commission in accordance with the rules and regulations under the Securities

Act;

(iii) “Governmental

Authority” means (A) any federal, provincial, state, local, municipal, national or international government or governmental

authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court,

tribunal, arbitrator or arbitral body (public or private); (B) any self-regulatory organization; or (C) any political subdivision of any

of the foregoing.

(iv) “Issuer

Free Writing Prospectus” means each “issuer free writing prospectus” (as defined in Rule 433 under the Securities

Act) relating to the Securities;

(v) “Preliminary

Prospectus” means any preliminary prospectus relating to the Securities included in such registration statement or filed

with the Commission pursuant to Rule 424(b) under the Securities Act;

(vi) “Pricing

Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with the information

included in Schedule II hereto, if any, and each Issuer Free Writing Prospectus filed or used by the Company at or before the Applicable

Time, other than a road show that is an Issuer Free Writing Prospectus but is not required to be filed under Rule 433 under the Securities

Act;

(vii) “Prospectus”

means the final prospectus relating to the Securities, including any prospectus supplement thereto related to the Securities, as filed

with the Commission pursuant to Rule 424(b) under the Securities Act; and

(viii) “Registration

Statement” means, collectively, the various parts of such registration statement, each as amended as of the Effective Date

for such part, including any Preliminary Prospectus or the Prospectus, all exhibits to such registration statement and including the information

deemed by virtue of Rule 430A or Rule 430B under the Securities Act to be part of such registration statement as of the Effective Date;

and

(ix) “Testing-the-Waters

Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of

the Securities Act or Rule 163B under the Securities Act; and

(x) “Written

Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the

meaning of Rule 405 under the Securities Act.

Any reference to any

Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant

to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference

to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the

Registration Statement or filed pursuant to Rule 424(b) under the Securities Act prior to or on the date hereof. Any reference to any

amendment or supplement to any Preliminary Prospectus or the Prospectus

shall be deemed to

refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and before the date of such amendment or supplement

and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment

to the Registration Statement shall be deemed to include any document filed with the Commission pursuant to Section 13(a), 14 or 15(d)

of the Exchange Act after the Effective Date and before the date of such amendment that is incorporated by reference in the Registration

Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or

suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose or pursuant to Section 8A

of the Securities Act has been instituted or threatened by the Commission. The Commission has not notified the Company of any objection

to the use of the form of the Registration Statement or any post-effective amendment thereto.

(b)

The Company and each of the Subsidiaries (as defined below) are duly organized, validly existing and in good standing under the

laws of their respective jurisdictions of organization. The Company and each of the Subsidiaries are duly licensed or qualified as a foreign

corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership

or lease of property or the conduct of their respective businesses requires such license or qualification, and have all corporate power

and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration

Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not,

individually or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on

or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’

equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation

of the transactions contemplated hereby (a “Material Adverse Effect”).

(c)

The subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recent fiscal year (collectively,

the “Subsidiaries”) are the Company’s only significant subsidiaries (as such term is defined in Rule 102

of Regulation S-X promulgated by the Commission). Except as set forth in the Registration Statement and in the Prospectus, the Company

owns, directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance,

right of first refusal or other restriction, and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable

and free of preemptive and similar rights. No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to

the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances

to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other

Subsidiary of the Company.

(d)

From the time of initial filing of the Registration Statement to the Commission (or, if earlier, the first date on which the Company

engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof,

the Company has been and will be an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging

Growth Company”).

(e)

As of the time of filing of the Registration Statement, the Company was a “smaller reporting company,” as defined in

Rule 12b-2 of the Exchange Act.

(f)

The Company (i) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with, the

consent of the Representatives, with entities that are reasonably believed to be qualified institutional buyers within the meaning of

Rule 144A under the Securities Act, or with institutions that are accredited investors within the meaning of Rule 501 under the Securities

Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms

that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not

distributed or approved for distribution any Written Testing-the-Waters Communications other than those listed on Schedule II hereto.

(g)

The Company was not at the time of the initial filing of the Registration Statement and at the earliest time thereafter that the

Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act)

of the Securities, is not on the date hereof and will not be on the Closing Date (as defined below), an “ineligible issuer”

(as defined in Rule 405 under the Securities Act).

(h)

Since the time of initial filing of the Registration Statement, the Company has been, and continues to be, a “well-known

seasoned issuer” (as defined in Rule 405) eligible to use Form S-3 for the offering of the Securities. The Company was not

an “ineligible issuer” (as defined in Rule 405) at any such time or date. The Registration Statement is an “automatic

shelf registration statement” (as defined in Rule 405) and was filed not earlier than the date that is three years prior to

the Closing Date.

(i)

The Registration Statement conformed and will conform in all material respects on the Effective Date and on the Closing Date, and

any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements

of the Securities Act and the rules and regulations thereunder. The most recent Preliminary Prospectus conformed, and the Prospectus will

conform, in all material respects when filed with the Commission pursuant to Rule 424(b) under the Securities Act and on the Closing Date

to the requirements of the Securities Act and the rules and regulations thereunder. The documents incorporated by reference in any Preliminary

Prospectus or the Prospectus conformed, and any further documents so incorporated will conform, when filed with the Commission, in all

material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission

thereunder.

(j)

The Registration Statement did not, as of the Effective Date, 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 not misleading; provided that no representation

or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with

written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion

therein, which information is specified in Section 8(e) hereof.

(k)

The Prospectus will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon

and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically

for inclusion therein, which information is specified in Section 8(e) hereof.

(l)

The documents incorporated by reference in any Preliminary Prospectus or the Prospectus did not, and any further documents filed

and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit

to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(m)

The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package

made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf

of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e) hereof.

(n)

Each Issuer Free Writing Prospectus listed in Schedule II hereto, when taken together with the Pricing Disclosure Package, did

not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to

make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation

or warranty is made as to information contained in or omitted from such Issuer Free Writing Prospectus listed in Schedule II hereto in

reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter

specifically for inclusion therein, which information is specified in Section 8(e) hereof.

(o)

Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act

and the rules and regulations thereunder on the date of first use, and the Company has complied with all prospectus delivery and any filing

requirements applicable to such Issuer Free Writing Prospectus pursuant to the Securities Act and rules and regulations thereunder. The

Company has not made any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written

consent of the Representatives, except as set forth on Schedule II hereto. The Company has retained in accordance with the Securities

Act and the rules and regulations thereunder all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Securities

Act and the rules and regulations thereunder.

(p)

The authorized capital stock of the Company, the Preferred Stock and the Certificate of Designation relating to the Preferred Stock

designating the “15.00% Series A Perpetual SATS Preferred Stock” and establishing the rights, powers, preferences, limitations

and entitlements thereof (the “Certificate of Designation”), in each case conform as to legal matters to the

descriptions thereof contained in the Pricing Disclosure Package and the Prospectus.

(q)

The execution and filing of the Certificate of Designation has been duly authorized by the Company, and, as of the Closing Date,

the Certificate of Designation will have been duly executed and filed with the Nevada Secretary of State.

(r)

The Securities to be issued and sold by the Company to the Underwriters hereunder have been duly authorized and, upon the effectiveness

of the Certificate of Designation and payment and delivery in accordance with this Agreement, will be validly issued, fully paid and non-assessable,

will conform to the description thereof contained in the most recent Preliminary Prospectus, will be issued in compliance with federal

and state securities laws and will be free of statutory and contractual preemptive rights, rights of first refusal and similar rights.

(s)

The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

This Agreement has been duly and validly authorized, executed and delivered by the Company.

(t)

The issuance and sale of the Securities by the Company, the execution, delivery and performance of this Agreement by the Company,

the Certificate of Designation and the Securities and the consummation of the transactions contemplated hereby and the application of

the proceeds from the sale of the Securities as described under “Use of Proceeds” in the most recent Preliminary Prospectus

will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance

upon any property or assets of the Company and its Subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust,

loan agreement, license, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which

the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is

subject; (ii) result in any violation of the provisions of the articles of incorporation or bylaws (or similar organizational documents)

of the Company or any of its Subsidiaries; or (iii) result in any violation of any statute or any judgment, order, decree, rule or

regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their

properties or assets, except, with respect to clauses (i) and (iii), conflicts or violations that would not reasonably be expected to

have a Material Adverse Effect.

(u)

No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency

or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets is required for the issue

and sale of the Securities by the Company, the execution, delivery and performance by the Company of its obligations under, this Agreement,

the Certificate of Designation and the Securities and the consummation of the transactions contemplated hereby, the application of the

proceeds from the sale of the Securities as described under “Use of Proceeds” in the most recent Preliminary Prospectus, except

for the filing of the Certificate of Designation with the Nevada Secretary of State, registration of the Securities under the Securities

Act and such consents, approvals,

authorizations, orders, filings,

registrations or qualifications as may be required under the Exchange Act, and applicable state securities laws and/or the bylaws and

rules of the Financial Industry Regulatory Authority, Inc. (the “FINRA”) in connection with the purchase and

sale of the Securities by the Underwriters.

(v)

The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus

and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly, in all material respects,

the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations,

cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in all material respects

in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. Generally Accepted Accounting Principles

(“GAAP”) applied on a consistent basis during the periods involved; the other financial and statistical data

with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement, the Prospectus

and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented in all material respects and prepared on a basis

consistent, in all material respects, with the financial statements and books and records of the Company; there are no financial statements

(historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, or the Prospectus

that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities

or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding

the exhibits thereto) and the Prospectus or in a document incorporated by reference therein; and all disclosures contained or incorporated

by reference in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP

financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with

Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data

in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly

presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and

guidelines applicable thereto.

(w)

The pro forma financial statements included or incorporated by reference in the most recent Preliminary Prospectus include assumptions

that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described

therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper

application of those adjustments to the historical financial statement amounts in the pro forma financial statements included or incorporated

by reference in the most recent Preliminary Prospectus. The pro forma financial statements included or incorporated by reference in the

most recent Preliminary Prospectus comply as to form in all material respects with the applicable requirements of Regulation S-X under

the Securities Act.

(x)

KPMG LLP (“KPMG”), who has certified certain financial statements of the Company and its consolidated

Subsidiaries, whose report appears in the most recent Preliminary Prospectus or is incorporated by reference therein and who have delivered

the initial letter referred to in Section 7(g) hereof, are independent public accountants as required by the Securities Act and the rules

and regulations thereunder; and BDO USA, P.C. (“BDO” and, together with KPMG, the

“Accountants”),

who has certified financial statements (including financial statements of acquired properties or business) that appear in the most recent

Preliminary Prospectus or are incorporated by reference therein and who have delivered the initial letter referred to in Section 7(g)

hereof, were independent public accountants as required by the Securities Act and the rules and regulations thereunder during the periods

covered by the financial statements on which they reported contained or incorporated by reference in the most recent Preliminary Prospectus.

(y)

Neither the Company nor any of its Subsidiaries is (i) in violation of its articles of incorporation or bylaws or similar

organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute

such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of

trust, loan or credit agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which

the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries are

subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except,

in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract

or other agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder where such default would

have a Material Adverse Effect.

(z)

Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Issuer

Free Writing Prospectuses, if any (including any document deemed incorporated by reference therein), there has not been (i) any Material

Adverse Effect or the occurrence of any development that the Company reasonably expects will result in a Material Adverse Effect, (ii)

any transaction which is material to the Company and the Subsidiaries taken as a whole, (iii) any obligation or liability, direct or contingent

(including any off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to the Company and the Subsidiaries

taken as a whole, (iv) any material change in the capital stock or outstanding long-term indebtedness of the Company or any of its Subsidiaries

(other than (a) as a result of the sale of Securities, (b) the issuance of equity awards under the Company’s existing equity incentive

plans or (c) changes in the number of outstanding shares of the Company’s Class A common stock, par value $0.001 per share (the

“Common Stock”) due to the issuance of shares upon the exercise or conversion of securities exercisable for,

or convertible into, shares of Common Stock (including warrants) outstanding on the date hereof, or the vesting of restricted stock units

outstanding on the date hereof) or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company

or any Subsidiary, other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement

or Prospectus (including any document deemed incorporated by reference therein).

(aa)

The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and,

other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal

or similar rights that have not been duly waived or satisfied. The Company has an authorized, issued and outstanding capitalization as

set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than the grant of additional options

or other equity awards under the Company’s existing stock option plans, or changes in the number of outstanding shares of

Common Stock of the Company

due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding

on the date hereof, or the vesting of restricted stock units outstanding on the date hereof) and such authorized capital stock conforms

in all material respects to the description thereof set forth in the Registration Statement and the Prospectus. The description of the

securities of the Company in the Registration Statement and the Prospectus is complete and accurate in all material respects. Except as

disclosed in or contemplated by the Registration Statement or the Prospectus, as of the date referred to therein, the Company does not

have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into,

or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.

(bb)

The Company has full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated

by each of the Registration Statement and the Prospectus. This Agreement has been duly authorized, executed and delivered by the Company

and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability

may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by

general equitable principles.

(cc)

All agreements between the Company and third parties expressly referenced in the Prospectus are legal, valid and binding obligations

of the Company enforceable in accordance with their respective terms, except to the extent that (i) enforceability may be limited

by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable

principles and (ii) the indemnification provisions of certain agreements may be limited by federal or state securities laws or public

policy considerations in respect thereof, except for any unenforceability that, individually or in the aggregate, would not have a Material

Adverse Effect.

(dd)

Except as set forth in the Registration Statement or the Prospectus, there are no actions, suits or proceedings by or before any

Governmental Authority pending, nor, to the Company’s knowledge, any audits or investigations by or before any Governmental Authority

to which the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries is the subject that,

individually or in the aggregate, if determined adversely to the Company or such Subsidiary, would reasonably be expected to have a Material

Adverse Effect and, to the Company’s knowledge, no such actions, suits, proceedings, audits or investigations are threatened or

contemplated by any Governmental Authority or threatened by others that, individually or in the aggregate, if determined adversely to

the Company or any of the Subsidiaries, would have a Material Adverse Effect; and (i) there are no current or pending audits, actions,

suits or proceedings, or to the Company’s knowledge, investigations by or before any Governmental Authority that are required under

the Securities Act to be described in the Prospectus that are not so described; and (ii) there are no contracts or other documents

that are required under the Securities Act to be filed as exhibits to the Registration Statement that are not so filed.

(ee)

The Company and each Subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate

state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor

any Subsidiary has received, or has any reason to believe that it will receive, any notice of proceedings

relating to the revocation or

modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject

of an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Effect.

(ff)

Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, possess, license or

have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations,

trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property

(collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now

conducted, except to the extent that the failure to own, possess, license or otherwise hold rights to use such Intellectual Property would

not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus

(i) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property that is owned by the

Company or any of its Subsidiaries; (ii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding

or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property that is

owned by the Company or any of its Subsidiaries; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit,

proceeding or claim by others challenging the validity or scope of any such Intellectual Property that is owned by the Company or any

of its Subsidiaries; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others

that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary

rights of others; (v) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which

contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent

application described in the Prospectus as being owned by the Company; and (vi) the Company and its Subsidiaries have complied with the

terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements

are in full force and effect, except, in the case of each of clauses (i)-(vi) above, as would not, individually or in the aggregate, result

in a Material Adverse Effect.

(gg)

At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent

Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of

Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form S-3. The Securities have been and

remain eligible for inclusion by the Company on such Registration Statement. The Company is not a shell company (as defined in Rule 405

under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company

at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least

12 calendar months previously reflecting its status as an entity that is not a shell company.

(hh)

The information provided to the Underwriters by the Company, its counsel, and its officers and directors for purposes of the Underwriters’

compliance with applicable FINRA rules in connection with the offering of the Securities is true, complete, and correct and compliant

with FINRA’s rules.

(ii)

Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental

on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse

Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual

Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has

defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually

or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(jj)

Neither the Company, nor any of the Subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers

or controlling persons has taken, directly or indirectly, any action designed, or that has constituted or would reasonably be expected

to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company

to facilitate the sale or resale of the Securities.

(kk)

Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker” or “dealer”

in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls

or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in

the FINRA Manual).

(ll)

The Company has not relied upon the Underwriters or legal counsel for the Underwriters for any legal, tax or accounting advice

in connection with the offering and sale of the Securities.

(mm)

The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been required

to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being

contested in good faith, except where the failure to so file or pay would not have a Material Adverse Effect. Except as otherwise disclosed

in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company or

any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might

be asserted or threatened against it which would have a Material Adverse Effect.

(nn)

The Company has made reasonable best efforts to comply and believes that it has complied with the written guidelines agreed to

by the Company and the Underwriters with respect to “fast-pay stock” (for the avoidance of doubt, the Company may take into

account written or oral representations from the financial institutions participating in this offering in determining that it has fulfilled

the written guidelines) (the “Tax Guidelines”) and does not believe that the Securities being issued in this

offering are structured in a manner that causes the Securities to be treated as “fast-pay stock” within the meaning of Section

1.7701(l)-3(b)(2) of the United States Treasury Regulations.

(oo)

Except as set forth in the Registration Statement or the Prospectus, the Company and its Subsidiaries have good and marketable

title in fee simple or other comparable valid title to

all items of real property owned

by them, good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them that

are material to the ordinary course of business of the Company or the Subsidiaries, in each case free and clear of all liens, encumbrances

and claims, except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the

Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse

Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and any of

its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially interfere with

the use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected,

individually or in the aggregate, to have a Material Adverse Effect. To the best of the Company’s knowledge, each of the properties

of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building

and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration

Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected

to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or

otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice

of any condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the Company knows of no such

condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material

respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse

Effect, individually or in the aggregate.

(pp)

Except as set forth in the Registration Statement or the Prospectus, the Company and its Subsidiaries (i) are in compliance

with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection

of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental

Laws”); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under

applicable Environmental Laws to conduct their respective businesses as described in the Registration Statement and the Prospectus; and

(iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release

of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above,

for any such failure to comply or failure to receive required permits, licenses, other approvals or liability as would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(qq)

The Company and each of its Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance

that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions

are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;

(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the

recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect

to any differences. As of the end of the Company’s most recently completed fiscal year, the Company’s internal control over

financial reporting was effective and as of the end of the most recently completed fiscal year,

the Company is not aware of

any material weaknesses in its internal control over financial reporting (other than as set forth in the Prospectus). Since the date of

the latest audited financial statements of the Company included in the Prospectus, there has been no change in the Company’s internal

control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal

control over financial reporting (other than as set forth in the Prospectus). The Company has established disclosure controls and procedures

(as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to ensure that

material information relating to the Company and each of its Subsidiaries is made known to the certifying officers by others within those

entities, including during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the

case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure

controls and procedures as of a date within 90 days prior to the filing date of the Annual Report on Form 10-K for the fiscal year most

recently ended (such date, the “Evaluation Date”). The Company presented in its Annual Report on Form 10-K for

the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and

procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures were effective. Since the Evaluation

Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation

S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s

internal controls.

(rr)

[Reserved].

(ss)

Except as described in the most recent Preliminary Prospectus, since the date of the latest audited financial statements included

or incorporated by reference in the most recent Preliminary Prospectus, neither the Company nor any of its Subsidiaries has (i) sustained

any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from

any labor dispute or court or governmental action, order or decree (whether domestic or foreign), (ii) issued or granted any securities,

(iii) incurred any material liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in

the ordinary course of business, (iv) entered into any material transaction not in the ordinary course of business, or (v) declared or

paid any dividend on its capital stock, and since such date, there has not been any change in the capital stock, or long-term debt of

the Company or any of its Subsidiaries or any material adverse change, in or affecting the condition (financial or otherwise), results

of operations, stockholders’ equity, properties, management, business or prospects of the Company and its Subsidiaries taken as

a whole, in each case except as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(tt)

There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities

as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley

Act”) and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal financial

officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company

as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules,

forms, statements and other documents required to be filed by it or furnished

by it to the Commission. For

purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have

the meanings given to such terms in the Sarbanes-Oxley Act.

(uu)

Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions or

similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Underwriters

pursuant to this Agreement.

(vv)

No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the

Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.

(ww)

The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof,

will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment

Company Act”). The Company shall conduct its business in a manner so that it will not become required to register as an

“investment company,” as such term is defined in the Investment Company Act.

(xx)

The statements set forth in each of the most recent Preliminary Prospectus and the Prospectus under the captions “Description

of SATS Stock”, “Material U.S. Federal Income Tax Considerations”, and “Underwriting”, insofar as they purport

to summarize the provisions of the laws, regulations or legal conclusions with respect thereto and the documents referred to therein,

are accurate summaries in all material respects.

(yy)

Neither the Company nor any of its Subsidiaries, any of the Company’s directors or officers, nor, to the knowledge of the

Company, any of the Company’s controlled affiliates, any employee, agent or other person associated with or acting on behalf of

the Company or any of its Subsidiaries, has, in the course of its actions for, or on behalf of, the Company or any of its Subsidiaries:

(i) made any unlawful contribution, gift, or other unlawful expense relating to political activity; (ii) made any direct or indirect bribe,

kickback, rebate, payoff, influence payment, or otherwise unlawfully provided anything of value, to any “foreign official”

(as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (collectively, the “FCPA”)) or domestic

government official; or (iii) violated or is in violation of any provision of the FCPA, the Bribery Act 2010 of the United Kingdom, as

amended (the “Bribery Act 2010”), or any other applicable anti-corruption or anti-bribery statute or regulation.

The Company and its Subsidiaries and, to the knowledge of the Company, the Company’s affiliates, have conducted their respective

businesses in compliance with the FCPA, Bribery Act 2010 and all other applicable anti-corruption and anti-bribery statutes or regulations,

and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to ensure, continued compliance

therewith and with the representations and warranties contained herein. Neither the Company nor any of its Subsidiaries will use, directly

or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving

of money, or anything else of value, to any person in violation of any applicable anti-corruption or anti-bribery laws.

(zz)

The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance in all material respects

with applicable financial record keeping and

reporting requirements of the

Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions to

which the Company or its Subsidiaries are subject, the applicable rules and regulations thereunder and any applicable related or similar

rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money

Laundering Laws”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any

of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(aaa)

Neither the Company nor any of its Subsidiaries, any of the Company’s directors or officers, nor, to the knowledge of the

Company, any agent, employee or controlled affiliate of the Company or any of its Subsidiaries is: (i) currently the subject or the target

of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department

of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority

having jurisdiction over the Company or its Subsidiaries (collectively, “Sanctions”); or (ii) located, organized

or resident in a country or territory that is the subject or target of comprehensive territorial Sanctions (including, without limitation,

the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or any other Covered

Region of Ukraine identified pursuant to Executive Order 14065, the Crimea Region of Ukraine, Cuba, Iran and North Korea); and the Company

will not directly or to its knowledge indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such

proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing or facilitating the activities

or business of any person, or in any country or territory, that at the time of such financing or facilitation and currently is the subject

or target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the

transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions. The Company and each of its Subsidiaries have not

knowingly engaged in for the past five years, are not now knowingly engaged in any dealings or transactions with any individual or entity,

or in any country or territory, that at the time of the dealing or transaction, is or was the subject or target of Sanctions.

(bbb)

There are no transactions, arrangements and other relationships between and/or among the Company, and/or, to the knowledge of the

Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structured finance, special purpose or

limited purpose entity (each, an “Off-Balance Sheet Transaction”) that could reasonably be expected to affect

materially the Company’s liquidity or the availability of or requirements for its capital resources, including those Off-Balance

Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions

and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not been described

as required.

(ccc)

To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement

Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the

Company or any of its Subsidiaries for employees or former employees of the Company and any of its Subsidiaries has been maintained in

material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited

to ERISA and the Internal Revenue

Code of 1986, as amended (the

“Code”); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code,

has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant

to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or

Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether

or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions)

exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.

(ddd)

No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) (a “Forward-Looking

Statement”) contained in the Registration Statement and the Prospectus has been made or reaffirmed without a reasonable

basis or has been disclosed other than in good faith.

(eee)

Except as would not reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries carry, or

are covered by, insurance in such amounts and covering such risks as the Company and each of its Subsidiaries reasonably believe are adequate

for the conduct of their properties and as is customary for companies engaged in similar businesses in similar industries.

(fff)

No stamp or other issuance or transfer taxes or duties are payable by the Underwriters in the United States or any political subdivision

or taxing authority thereof or therein in connection with the execution, delivery or performance of this Agreement by the Company or the

sale and delivery by the Company of the Securities.

(ggg)

The Company and each of its Subsidiaries are in material compliance with all applicable laws, regulations and statutes (including

all Environmental Laws and regulations) in the jurisdictions in which it carries on business; the Company has not, to the Company’s

knowledge, received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to

a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change

to any such applicable law or regulation or statutes; in each case that would reasonably be expected to have a Material Adverse Effect

on the business of the Company or the business or legal environment under which the Company operates.

(hhh)

The statistical, demographic and market-related data included in the Registration Statement and Prospectus are based on or derived

from sources that the Company believes to be reliable and accurate or represent the Company’s good faith estimates that are made

on the basis of data derived from such sources.

(iii)

There are no securities or preferred stock of or guaranteed by the Company or any of its Subsidiaries that are rated by a “nationally

recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act.

(jjj)

There are (and prior to the Closing Date, will be) no debt securities or convertible securities issued or guaranteed by the Company

or any of its Subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined

in Section 3(a)(62) under the Exchange Act.

(kkk)

Except as disclosed in the Registration Statement or Prospectus, and except as would not, individually or in the aggregate, have

a Material Adverse Effect, (i) the Company and its Subsidiaries’ information technology assets and equipment, computers, systems,

networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate

for, and operate and perform in all material respects as required in connection with the operation of the business of the Company as currently

conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) the Company

and its Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies,

procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy

and security of all IT Systems and data, including all “Personal Data” (as defined below) and all sensitive, confidential

or regulated data (“Confidential Data”) used in connection with their businesses; and (iii) there have been

no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material

cost or liability or the duty to notify any other person, nor are any incidents under internal review or investigation by the Company

or any of its Subsidiaries relating to the same. “Personal Data” means (A) a natural person’s name, street

address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number,

passport number, credit card number, bank information, or customer or account number; (B) any information which qualifies as “personally

identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by the

European Union General Data Protection Regulation (“GDPR”) (EU 2016/679); (iv) any information which qualifies

as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the

Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); (v) any “personal

information” as defined by the California Consumer Privacy Act (“CCPA”); and (vi) any other piece of information

that allows the identification of such natural person.

(lll)

Except as disclosed in the Registration Statement or Prospectus, and except as would not, individually or in the aggregate, have

a Material Adverse Effect, (i) the Company and its Subsidiaries are in material compliance with all applicable state and federal data

privacy and security laws and regulations, including, without limitation, to the extent applicable, HIPAA, CCPA, and the GDPR (collectively,

the “Privacy Laws”); (ii) the Company has in place, complies with, and takes appropriate steps to ensure compliance

in all material respects with, its policies and procedures relating to data privacy and security and the collection, storage, use, processing,

disclosure, handling, and analysis of Personal Data and Confidential Data (the “Policies”); (iii) the Company

has made all disclosures to users or customers required by Privacy Laws, and none of such disclosures made or contained in any Policy

have been inaccurate or in violation of any Privacy Laws in any material respect; and (iv) neither the Company nor any Subsidiary of the

Company has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any

of the Privacy Laws.

(mmm)

Neither the Company nor any Subsidiary is in violation of or has received notice of any violation with respect to any federal or

state law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal or state wage and hour laws,

the violation of any of which could reasonably be expected to have a Material Adverse Effect.

Any certificate signed by an

officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities

shall be deemed to be a representation and warranty by the Company, as applicable, as to matters covered thereby, to each Underwriter.

Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and covenants contained

in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 7,000,000 shares of Preferred Stock to the

several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Preferred

Stock set forth opposite that Underwriter’s name in Schedule I hereto at the purchase price of $87.00 per share of Preferred Stock

(the “Purchase Price”). The respective purchase obligations of the Underwriters with respect to the Preferred

Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine.

The Company is not obligated

to deliver any of the Securities to be delivered on the Closing Date, except upon payment for all such Securities to be purchased on such

Closing Date as provided herein.

Offering of Securities by the Underwriters. The Company is advised by the Representatives that the Underwriters propose

to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have

become effective as in the Representatives’ judgment is advisable. The Company is further advised by the Representatives that the

Securities are to be offered to the public upon the terms set forth in the Prospectus.

Delivery of and Payment for the Securities. Delivery of and payment for the Securities shall be made at 10:00 A.M.,

New York City time, on October 20, 2026 or at such other date or place as shall be determined by agreement between the Representatives

and the Company. This date and time are sometimes referred to as the “Closing Date”. Time shall be of the essence,

and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder.

The Preferred Stock shall be

in global form and registered in such names and in such denominations as the Representatives shall request in writing not later than one

full business day prior to the Closing Date, for the respective accounts of the several Underwriters, with any transfer taxes payable

in connection with the transfer of the Securities to the Underwriters duly paid, against payment of the Purchase Price therefor.

Further Agreements of the Company and the Underwriters.

(a)

The Company agrees:

(i)

To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the

Securities Act not later than the Commission’s close of business on the second business day following the execution and

delivery of this Agreement;

to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the Closing Date except as provided

herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment or supplement to the

Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof upon reasonable written

request; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order

or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification

of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any

such purpose or pursuant to Section 8A of the Securities Act, or any notice from the Commission objecting to the use of the form

of the Registration Statement or any post-effective amendment thereto or of any request by the Commission for the amending or supplementing

of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of

the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus

or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal of such order.

(ii)

Upon written request, to furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the

Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including conformed

copies of all consents and exhibits filed therewith.

(iii)

To deliver, upon written request, promptly to the Representatives such number of the following documents as the Representatives

shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment

thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings), (B) each Preliminary Prospectus,

the Prospectus and any amended or supplemented Prospectus, (C) each Issuer Free Writing Prospectus, and (D) any document incorporated

by reference in any Preliminary Prospectus or the Prospectus; and, if the delivery of a prospectus is required at any time after the date

hereof in connection with the offering or sale of the Securities or any other securities relating thereto and if at such time any events

shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material

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

they were made when such Prospectus is delivered, not misleading, or, if in the opinion of counsel for the Underwriters, for any other

reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference

in the Prospectus in order to comply with the Securities Act, to notify the Representatives and, upon their request, to file such document

and to prepare and furnish without charge to each Underwriter and to any dealer in securities (whose name and address the Representatives

shall furnish to the Company) as many copies as the Representatives may from time to time reasonably request of an amended or supplemented

Prospectus that will correct such statement or omission or effect such compliance.

(iv)

To file as promptly as practicable with the Commission any amendment or supplement to the Registration Statement or the Prospectus

that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission in connection

with the offering and sale of the Securities.

(v)

Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus, any document incorporated

by reference in the Prospectus or any amendment to any document incorporated by reference in the Prospectus, to furnish a copy thereof

to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing (such consent not

to be unreasonably withheld, conditioned or delayed).

(vi)

Not to make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written

consent of the Representatives (such consent not to be unreasonably withheld, conditioned or delayed).

(vii)

To comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus.

If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended

or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus

or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend

or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, upon their request, to file such document and to

prepare and furnish without charge to each Underwriter (whose name and address the Representatives shall furnish to the Company) as many

copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that

will correct such conflict, statement or omission or effect such compliance.

(viii)

If requested by the Representatives, to prepare a final term sheet relating to the offering of the Securities, containing only

information that describes the final terms of the offering in a form consented to by the Representatives, and to file such final term

sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established

for the offering of the Securities.

(ix)

As soon as practicable after the Effective Date (it being understood that the Company shall have until at least 410 days or, if

the fourth quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Company’s fiscal

year, 455 days after the end of the Company’s current fiscal quarter), to make generally available to the Company’s security

holders and to deliver to the Representatives an earnings statement of the Company and its Subsidiaries (which need not be audited) complying

with Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158),

which may be satisfied by filing on EDGAR.

(x)

Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Securities for offering

and sale in such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance

of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided,

that in connection therewith the Company shall not be required to (A) qualify as a foreign corporation in any jurisdiction in which it

would not otherwise be required to so qualify, (B) file a general consent to service of process in any such jurisdiction, or (C) subject

itself to taxation in any jurisdiction in which it would not otherwise be subject.

(xi)

In connection with any future offerings of Preferred Stock (for this purpose, including (i) each sale of the Preferred Stock pursuant

to any at-the-market sales program and (ii) any Preferred Stock acquired and then resold by the Company or any of its Subsidiaries) (each,

a “Future Offering”), the Company will use its reasonable best efforts (which shall include obtaining advice

from a qualified external tax advisor) to cause the Preferred Stock to be structured in a manner that is intended to cause the Preferred

Stock not to be treated as “fast-pay stock” within the meaning of Section 1.7701(l)-3(b)(2) of the United States Treasury

Regulations. For the avoidance of doubt, fulfilling the Tax Guidelines with respect to such Future Offerings (as such Tax Guidelines may

be updated by the Company and the Underwriters (and any other financial institutions that are parties to any Future Offering) from time

to time) will be deemed sufficient to meet the Company’s obligations under this provision. The Company and the Underwriters further

agree and acknowledge that the Company may take into account written or oral representations from one or more nationally recognized financial

institutions participating in such offering in determining that it has fulfilled the Tax Guidelines.

If the Company makes

any filing (including a protective filing) (the “Filing”) pursuant to Section 1.6011-4 of the United States

Treasury Regulations (or any successor or similar or related regulation, including similar state or local tax regulations) to the effect

that it has (or may have, in the case of a protective Filing) issued “fast-pay stock” with respect to the Securities or any

Preferred Stock sold by the Company in Future Offerings, the Company shall (A) announce such Filing by, at the Company’s option,

(i) a press release through a major news service, (ii) publication on the Company’s investor relations website, or (iii) filing

a Current Report on Form 8-K with the Commission (or provide similar notice to holders of the Securities), in each case, within four business

days of the Filing and (B) use reasonable best efforts to promptly provide written advance notice (and in any event no later than 10 business

days in advance of the Filing) to any potential “material advisors” (within the meaning of Section 6111 of the Code) in connection

with the Filing. The Company further agrees and covenants that if the Company receives any notice of any governmental audit, assessment,

claim, examination or other governmental inquiry relating to the tax treatment of the Securities or any Preferred Stock sold by the Company

in Future Offerings being “fast-pay stock” (a “Tax Claim”) it shall use reasonable best efforts

to promptly provide written notice to the Underwriters and any potential “material advisors” (within the meaning of Section

6111 of the Code) in connection with such Tax Claim.

The foregoing obligations

shall survive the sale and delivery of the Securities by the Company.

(xii)

To execute and file the Certificate of Designation with the Nevada Secretary of State, accompanied by all fees required to be paid

therewith, designating the “15.00% Series A Perpetual SATS Preferred Stock” and establishing the rights, powers, preferences,

limitations and entitlements thereof, which shall conform in all material respects to the description thereof in the Registration Statement,

Pricing Disclosure Package and the Prospectus.

(xiii)

To will use its reasonable best efforts to effect the listing of the Securities on the Nasdaq Global Market.

(xiv)

To not take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities

contemplated hereby.

(xv)

For a period commencing on the date hereof and ending on the earlier of (i) the first date on which the Preferred Stock is listed

for trading on the Nasdaq Global Market and (ii) 15 days from the date of the Prospectus (the “Lock-Up Period”),

not to, and not to publicly disclose an intention to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of

(or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person

at any time in the future of) any additional shares of Preferred Stock, (B) enter into any swap or other derivatives transaction that

transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Preferred Stock, whether

any such transaction described in clause (A) or (B) above is to be settled by delivery of Preferred Stock or other securities, in cash

or otherwise, (C) file, confidentially submit or cause to be confidentially submitted or filed a registration statement, including any

amendments thereto, with respect to the registration of any shares of the Preferred Stock, or (D) publicly disclose the intention to do

any of the foregoing, in each case without the prior written consent of Barclays Capital Inc., on behalf of the Underwriters.

(xvi)

To apply the net proceeds from the sale of the Securities being sold by the Company substantially in accordance with the description

as set forth in the Prospectus under the caption “Use of Proceeds.”

(xvii)

To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Securities Act.

(xviii)

If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement

with the Commission in compliance with Rule 462(b) under the Securities Act by 10:00 P.M., New York City time, on the date of this Agreement,

and the Company shall at the time of filing pay the Commission the filing fee for the Rule 462(b) Registration Statement.

(xix)

If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or

development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement

of a material fact or omitted

or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at

that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its

own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. The Company will

promptly notify the Representatives of (A) any distribution by the Company of Written Testing-the-Waters Communications and (B) any request

by the Commission for information concerning the Written Testing-the-Waters Communications.

(xx)

The Company and its controlled affiliates will not take, directly or indirectly, any action designed to or that has constituted

or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company

in connection with the offering of the Securities.

(xxi)

The Company will do and perform all things required or necessary to be done and performed under this Agreement by it prior to the

Closing Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Securities.

(xxii)

The Company will deliver to each Underwriter (or its agent), on or prior to the date of execution of this Agreement, a properly

completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers or applicable exemption certificate (the “FinCEN

Certification”), together with copies of identifying documentation, of the Company and the Company undertakes to provide

such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the FinCEN

Certification.

(b)

Each Underwriter severally agrees that such Underwriter shall not include any “issuer information” (as defined in Rule

433 under the Securities Act) in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred

to by such Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has

given its consent, “Permitted Issuer Information”); provided that (i) no such consent shall be required

with respect to any such issuer information contained in any document filed by the Company with the Commission prior to the use of such

free writing prospectus, and (ii) “issuer information”, as used in this Section 5(b), shall not be deemed to include information

prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

Expenses. The Company agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement

is terminated, to pay all expenses, costs, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and

delivery of the Securities and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates

for the Securities; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits

thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication

and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary

Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or

supplement thereto, or any document

incorporated by reference therein, all as provided in this Agreement; (d) the production and distribution of this Agreement, any supplemental

agreement among Underwriters, and any other related documents in connection with the offering, purchase, sale and delivery of the Securities;

(e) any required review by FINRA of the terms of sale of the Securities and the qualification of the Securities under the securities laws

of the several jurisdictions as provided in Section 5(a)(x) and the preparation, printing and distribution of a Blue Sky Memorandum (including

related reasonable and documented fees and expenses of counsel to the Underwriters in an amount that is not greater than $35,000); (f)

the listing of the Securities on The Nasdaq Global Market and/or any other exchange; (g) the preparation, printing and distribution of

one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada; (h) the investor presentations on any

“road show” or any Testing-the-Waters Communication, undertaken in connection with the marketing of the Securities, including,

without limitation, expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers

of the Company and 50% of the cost of any aircraft chartered in connection with the road show (the remaining half of the cost to be borne

by the Underwriters); and (i) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement;

provided, however, that, except as provided in this Section 6 and in Section 11, the Underwriters shall pay their own costs and

expenses, including the costs and expenses of their counsel, any transfer taxes on the Securities which they may sell and the expenses

of advertising any offering of the Securities made by the Underwriters and travel (provided that the Underwriters are responsible for

50% of the cost of any aircraft chartered in connection with the road show), lodging and other expenses of the Underwriters or any of

their employees or representatives incurred by them in connection with any “road show.”

Conditions of Underwriters’ Obligations. The respective obligations of the Underwriters hereunder are subject to the

accuracy, when made and on the Closing Date, of the representations and warranties of the Company contained herein, to the performance

by the Company of its obligations hereunder in all material respects, and to each of the following additional terms and conditions:

(a)

The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a)(i). The Company shall have complied

with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order

suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing

Prospectus shall have been issued and no proceeding or examination for such purpose or pursuant to Section 8A of the Securities Act shall

have been initiated or, to the knowledge of the Company, threatened by the Commission; and any request of the Commission for inclusion

of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with to the Representatives’

reasonable satisfaction. If the Company has elected to rely upon Rule 462(b) under the Securities Act, the Rule 462(b) Registration Statement

shall have become effective by 10:00 P.M., New York City time, on the date of this Agreement.

(b)

[Reserved].

(c)

All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Securities,

the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to this Agreement

and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and

the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass

upon such matters.

(d)

Davis Polk & Wardwell LLP, as counsel to the Company shall have furnished to the Representatives its written opinion and negative

assurance letter, as counsel to the Company, addressed to the Underwriters and dated as of the Closing Date, in form and substance reasonably

satisfactory to the Representatives.

(e)

Brownstein Hyatt Farber Schreck, LLP, as Nevada counsel to the Company, shall have furnished to the Representatives its written

opinion, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory

to the Representatives.

(f)

The Representatives shall have received from DLA Piper LLP (US), counsel for the Underwriters, such opinion and negative assurance

letter, dated the Closing Date, with respect to the issuance and sale of the Securities, the Registration Statement, the Pricing Disclosure

Package and the Prospectus and other related matters as the Representatives may reasonably require, and the Company shall have furnished

to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(g)

At the time of execution of this Agreement, the Representatives shall have received from the Accountants letters, in form and substance

reasonably satisfactory to the Representatives, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent

public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification

of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to

matters involving changes or developments since the respective dates as of which specified financial information is given in the most

recent Preliminary Prospectus, as of a date not more than three business days prior to the date hereof), the conclusions and findings

of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters”

to underwriters in connection with registered public offerings.

(h)

With respect to the letters of the Accountants referred to in the preceding paragraph and delivered to the Representatives concurrently

with the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Representatives

a letter (the “bring-down letter”) of such accountants, addressed to the Underwriters and dated the Closing

Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with

the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating,

as of the date of the bring-down letter (or, with respect to matters

involving changes or developments

since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three business

days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information

and other matters covered by the initial letter, and (iii) confirming in all material respects the conclusions and findings set forth

in the initial letter.

(i)

The Company shall have furnished to the Representatives a certificate, dated the Closing Date, of its Chief Executive Officer and

its Chief Financial Officer as to such matters as the Representatives may reasonably request, including, without limitation, a statement:

(i)

That the representations, warranties and agreements of the Company in Section 1 (A) to the extent such representations and

warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, are true

and correct on and as of the Closing Date with the same force and effect as if expressly made on and as of the date hereof, except for

those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B)

to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material

respects on and as of the Closing Date as if made on and as of the date hereof with the same force and effect as if expressly made on

and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true

and correct as of such date; provided, however, that in the case of clauses (A) and (B) such representations and

warranties also shall be qualified by the disclosure included or incorporated by reference in the Registration Statement and Prospectus,

and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or

satisfied hereunder at or prior to the Closing Date;

(ii) That

no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose

or pursuant to Section 8A of the Securities Act have been instituted or, to the knowledge of such officers, threatened; and the Commission

shall not have notified the Company of any objection to the use of the form of the Registration Statement or any post-effective amendment

thereto;

(iii) That

they have examined the Registration Statement, the Pricing Disclosure Package and the Prospectus, and, in their opinion, (A) (1) the Registration

Statement, as of the Effective Date, (2) the Pricing Disclosure Package, as of the Applicable Time, and (3) the Prospectus, as of its

date and on the Closing Date, did not and do not contain any untrue statement of a material fact and did not and do not omit to state

a material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement,

in the light of the circumstances under which they were made) not misleading, and (B) since the Effective Date, no event has occurred

that should have been set forth in a supplement or amendment to the Registration Statement, the Prospectus or any Issuer Free Writing

Prospectus that has not been so set forth; and

(iv) To

the effect of Section 7(j).

(j)

Except as described in the most recent Preliminary Prospectus, (i) neither the Company nor any of its Subsidiaries shall have sustained,

since the date of the latest audited financial statements included or incorporated by reference in the most recent Preliminary Prospectus,

any loss or interference with its business, taken as a whole, from fire, explosion, flood or other calamity, whether or not covered by

insurance, or from any labor dispute or court or governmental action, order or decree, or (ii) since such date there shall not have been

any change in the capital stock (other than as a result of the exercise or settlement (including any “net” or “cashless”

exercises or settlements), if any, of share options or restricted share units or the award, if any, of share options, restricted share

units or restricted shares, pursuant to the Company’s equity plans described in the Registration Statement, the Pricing Disclosure

Package and the Prospectus) or long-term debt of the Company or any of its Subsidiaries or any material adverse change, in or affecting

the condition (financial or otherwise), results of operations, stockholders’ equity, properties, management, business or prospects

of the Company and its Subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is, individually

or in the aggregate, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed

with the public offering or the delivery of the Securities being delivered on the Closing Date on the terms and in the manner contemplated

in the Prospectus.

(k)

Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) (A) trading

in securities generally on any securities exchange that has registered with the Commission under Section 6 of the Exchange Act (including

the New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market), or (B) trading in

any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited or the

settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange

or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii)

a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States

shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall

have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse

change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after

the date hereof (or the effect of international conditions on the financial markets in the United States shall be such) or any other calamity

or crisis, either within or outside the United States, in each case as to make it, in the reasonable judgment of the Representatives,

impracticable or inadvisable to proceed with the public offering or delivery of the Securities being delivered on the Closing Date on

the terms and in the manner contemplated in the Prospectus.

(l)

On or prior to the Closing Date, the Company shall have furnished to the Underwriters such further certificates and documents as

the Representatives may reasonably request.

(m)

FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements

of the transactions, contemplated hereby.

(n)

The Company shall have filed a Notification: Listing of Additional Shares with Nasdaq to satisfy the Company’s notification

obligation under Nasdaq Listing Rule 5250(e)(2)

(o)

The Underwriters shall have received, prior to the Closing Date, satisfactory evidence of the filing of the Certificate of Designation,

as provided for in Section 5(xii).

All opinions, letters, evidence

and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if

they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Indemnification and Contribution.

(a)

The Company hereby agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers and employees and

each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited

to, any loss, claim, damage, liability or action relating to purchases and sales of the Securities), to which that Underwriter, affiliate,

director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim,

damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained

in (A) any Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto, (B) any Issuer

Free Writing Prospectus or in any amendment or supplement thereto, (C) any Permitted Issuer Information used or referred to in any “free

writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by any Underwriter, (D) any materials

or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the

Securities, including any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing

Prospectus and any Written Testing-the-Waters Communication (“Marketing Materials”), or (E) any Blue Sky application

or other document prepared or executed by the Company (or based upon any written information furnished by the Company for use therein)

specifically for the purpose of qualifying any or all of the Securities under the securities laws of any state or other jurisdiction (any

such application, document or information being hereinafter called a “Blue Sky Application”) or (ii) the omission

or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus

or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials or any Blue Sky Application,

any material fact

required to be stated therein

or necessary to make the statements therein not misleading, and shall reimburse each Underwriter and each such affiliate, director, officer,

employee or controlling person promptly upon demand for any legal or other documented out-of-pocket expenses reasonably incurred by that

Underwriter, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to

defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that

the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or

is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the

Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any such amendment or supplement thereto or in any Permitted

Issuer Information, any Marketing Materials or any Blue Sky Application, in reliance upon and in conformity with written information concerning

such Underwriter furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein,

which information consists solely of the information specified in Section 8(e) hereof. The foregoing indemnity agreement is in addition

to any liability which the Company may otherwise have to any Underwriter or to any affiliate, director, officer, employee or controlling

person of that Underwriter.

(b)

Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, its respective directors, officers

and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20

of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which

the Company or any such affiliate, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise,

insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement

of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus

or in any amendment or supplement thereto or in any Marketing Materials or Blue Sky Application, or (ii) the omission or alleged omission

to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment

or supplement thereto or in any Marketing Materials or Blue Sky Application, any 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 the untrue statement or alleged untrue statement

or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished

to the Company through the Representatives by or on behalf of that Underwriter specifically for inclusion therein, which information is

limited to the information set forth in Section 8(e) hereof. The foregoing indemnity agreement is in addition to any liability that any

Underwriter may otherwise have to the Company or any such affiliate, director, officer, employee or controlling person.

(c)

Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the

indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying

party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying

party shall not relieve it from

any liability which it may have

under this Section 8 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses)

by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any

liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought

against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate

therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof

with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its

election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this

Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other

than reasonable and documented out-of-pocket costs of investigation; provided, however, that the indemnified party shall have the

right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors,

officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may

be sought under this Section 8 if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying

party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party

and its directors, officers, employees and controlling persons shall have reasonably concluded based on the advice of counsel that there

may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the

named parties in any such proceeding (including any impleaded parties) include both the indemnified parties or their respective directors,

officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and, based on the advice of

counsel, representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests

between them, and in any such event the reasonable and documented fees and expenses of such separate counsel shall be paid by the indemnifying

party. No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably

withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit

or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are

actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of

each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to,

or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement

of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent

of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify

and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding

the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party

for fees and expenses of counsel as contemplated by Section 8(a) or (b) hereof, the indemnifying party agrees that it shall be

liable for any settlement of

any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying

party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such

request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement.

(d)

If the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an

indemnified party under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred

to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable

by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as

shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand,

from the offering of the Securities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such

proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of

the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omissions that resulted in such

loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits

received by the Company, on the one hand, and the Underwriters, on the other hand, with respect to such offering shall be deemed to be

in the same proportion as the total net proceeds from the offering of the Securities purchased under this Agreement (before deducting

expenses) received by the Company, as set forth in the table on the cover page of the Prospectus, on the one hand, and the total underwriting

discounts and commissions received by the Underwriters with respect to the Securities purchased under this Agreement, as set forth in

the table on the cover page of the Prospectus, on the other hand. The relative fault shall be determined by reference to whether the untrue

or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied

by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct

or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions

pursuant to this Section 8(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such

purpose) or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount

paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to

above in this Section 8(d) shall be deemed to include, for purposes of this Section 8(d), any documented out-of-pocket legal or other

expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding

the provisions of this Section 8(d), in no event shall an Underwriter be required to contribute any amount in excess of the amount by

which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds

the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement

or omission or alleged omission. 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 guilty of such fraudulent

misrepresentation. The Underwriters’

obligations to contribute as provided in this Section 8(d) are several in proportion to their respective underwriting obligations

and not joint.

(e)

The Underwriters severally confirm and the Company acknowledges and agrees that the statements regarding delivery of the Securities

by the Underwriters set forth on the cover page of, and the concession and reallowance figures and the paragraph relating to stabilization

by the Underwriters appearing under the caption “Underwriting” in, the most recent Preliminary Prospectus and the Prospectus

are correct and constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the

Underwriters specifically for inclusion in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing

Prospectus or in any amendment or supplement thereto or in any Marketing Materials.

Defaulting Underwriters.

(a)

If, on the Closing Date, any Underwriter defaults in its obligations to purchase the Securities that it has agreed to purchase

under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by

the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours

after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the

Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters

to purchase such Securities on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters

notify the Company that they have so arranged for the purchase of such Securities, or the Company notifies the non-defaulting Underwriters

that it has so arranged for the purchase of such Securities, either the non-defaulting Underwriters or the Company may postpone such Closing

Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the

Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees

to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement

that effects any such changes. As used in this Agreement, the term “Underwriter,” unless the context requires otherwise, includes

any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Securities that a defaulting Underwriter agreed

but failed to purchase.

(b)

If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the

non-defaulting Underwriters and the Company as provided in paragraph (a) above, the total number of Securities that remain unpurchased

does not exceed one-eleventh of the total number of Securities, then the Company shall have the right to require each non-defaulting Underwriter

to purchase the total number of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter's pro rata

share (based on the total number of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting

Underwriter or Underwriters for which such arrangements have not been made; provided that the non-

defaulting Underwriters shall

not be obligated to purchase more than 110% of the total Securities that it agreed to purchase on the Closing Date pursuant to the terms

of Section 2.

(c)

If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the

non-defaulting Underwriters and the Company as provided in paragraph (a) above, the total number of Securities that remain unpurchased

exceeds one-eleventh of the total number of all the Securities, or if the Company shall not exercise the right described in paragraph

(b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this

Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue

to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not

terminate and shall remain in effect.

(d)

Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting

Underwriter for damages caused by its default.

10.

Termination. The obligations of the Underwriters hereunder may be terminated by the Representatives by notice given to and

received by the Company prior to delivery of and payment for the Securities if, prior to that time, any of the events described in Sections

7(j) shall have occurred or if the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement.

11.

Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Securities for delivery to the

Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement,

the Company will reimburse the Underwriters for all reasonable and documented out-of-pocket expenses (including the reasonable and documented

fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and the proposed

purchase of the Securities, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is

terminated pursuant to Section 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse

any defaulting Underwriter on account of those expenses.

12.

Research Analyst Independence. The Company acknowledges that the Underwriters’ research analysts and research departments

are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal

policies, and that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or

publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking

divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against

the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research

analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters’

investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such from

time to time, subject to

applicable securities laws,

may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities

of the companies that may be the subject of the transactions contemplated by this Agreement.

13.

No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Securities or

any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or

otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary

or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other hand, exists; (b)

the Underwriters are not acting as advisors, expert or otherwise and are not providing a recommendation or investment advice, to the Company,

including, without limitation, with respect to the determination of the public offering price of the Securities, and such relationship

between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, based on arms-length

negotiations and, as such, not intended for use by any individual for personal, family or household purposes; (c) any duties and obligations

that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; (d) the Underwriters

and their respective affiliates may have interests that differ from those of the Company; and (e) does not constitute a solicitation of

any action by the Underwriters. The Company hereby (x) waives any claims that the Company may have against the Underwriters with respect

to any breach of fiduciary duty in connection with this offering and (y) agree that none of the activities of the Underwriters in connection

with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters

with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial, regulatory and tax advisors

to the extent deemed appropriate.

14.

Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and:

(a)

if to the Underwriters, shall be delivered or sent by e-mail, mail or facsimile transmission to Barclays Capital Inc., 745 Seventh

Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant

to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New

York 10019; and

(b)

if to the Company, shall be delivered or sent by e-mail, mail or facsimile transmission to the address of the Company set forth

in the Registration Statement, Attention: Logan Beirne (E-mail: Logan.Beirne@strive.com).

Any such statements, requests, notices or agreements

shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement

given or made on behalf of the Underwriters by Barclays Capital Inc. on behalf of the Representatives.

15.

Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters,

the Company, and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those

persons, except that (a) the representations, warranties, indemnities and agreements of the Company

contained in this Agreement

shall also be deemed to be for the benefit of the affiliates, directors, officers and employees of the Underwriters and each person or

persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for

the benefit of the affiliates, directors of the Company, the officers of the Company who have signed the Registration Statement and any

person controlling the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing

in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal

or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

16.

Survival. The respective indemnities, rights of contributions, representations, warranties and agreements of the Company

and the Underwriters contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive

the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any investigation made by or on

behalf of any of them or any person controlling any of them.

17.

Definition of the Terms “Business Day,” “Affiliate” and “Subsidiary”. For purposes of

this Agreement, (a) “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day

on which banking institutions in New York are generally authorized or obligated by law or executive order to close, and (b) “affiliate”

and “subsidiary” have the meanings set forth in Rule 405 under the Securities Act.

18.

Governing Law. This Agreement and any transaction contemplated by this Agreement shall be governed by and construed in

accordance with the laws of the State of New York without regard to conflict of laws principles that would result in the application of

any other law than the laws of the State of New York (other than Section 5-1401 of the General Obligations Law).

19.

Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable

law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated

hereby.

20.

Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart,

the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same

instrument. Delivery of an executed Agreement by one party to any other party may be made by facsimile, electronic mail (including any

electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended

from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

21.

Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect

the meaning or interpretation of, this Agreement.

If the foregoing correctly

sets forth the agreement between the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose

below.

Very truly yours,

Strive, Inc.

By:

/s/ Matthew Cole

Name:

Matthew Cole

Title:

Chief Executive Officer

Accepted:

Barclays Capital Inc.

Cantor Fitzgerald & Co.

For themselves and as Representatives

of the several Underwriters named

in Schedule I hereto

BARCLAYS CAPITAL INC.

By:

/s/ Matt Gannon

Name: Matt Gannon

Title: Managing Director

CANTOR

FITZGERALD & CO.

By:

/s/ Sage Kelly

Name: Sage Kelly

Title: Co-Chief Executive

Officer & Global Head of Investment Banking

SCHEDULE I

Underwriters

Number of Securities To Be Purchased

Barclays Capital Inc.

3,535,000

Cantor Fitzgerald & Co.

2,870,000

Clear Street LLC

245,000

B. Riley Securities, Inc.

87,500

H.C. Wainwright & Co., LLC

87,500

Maxim Group LLC

87,500

StoneX Financial, Inc.

87,500

Total

7,000,000

SCHEDULE II

Pricing Disclosure Package

1. Preliminary

prospectus supplement dated October 13, 2026 relating to the Securities.

2. Pricing Term

Sheet dated October 15, 2026 relating to the Securities (attached as Exhibit A hereto).

3. Investor Presentation dated October 13, 2026 relating

to the Securities, filed with the Commission pursuant to Rule 433 on October 13, 2026 (the “Investor Presentation”).

Issuer Free Writing Prospectuses

1. Investor Presentation.

2. Pricing Term

Sheet dated October 15, 2026 relating to the Securities, filed with the Commission pursuant to Rule 433 on October 15, 2026.

Written Testing-The-Waters Communications

1. None.

Exhibit A

Pricing Term Sheet

[Attached.]

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration File No. 333-290252

Relating to the Preliminary Prospectus Supplement

Dated October 13, 2026

(To Prospectus Dated September 15, 2025)

PRICING TERM SHEET

October 15, 2026

STRIVE, INC.

Offering of

7,000,000 Shares of

15.00% Series A Perpetual SATS Preferred Stock

The information in this pricing term sheet

supplements Strive, Inc.’s preliminary prospectus supplement, dated October 13, 2026 (the “Preliminary Prospectus Supplement”),

and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary

Prospectus Supplement. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus

Supplement, including all documents incorporated by reference therein. Terms used, but not defined, in this pricing term sheet have the

respective meanings set forth in the Preliminary Prospectus Supplement. The size of the offering was increased from the previously announced

offering of 5,000,000 shares of 15.00% Series A Perpetual SATS Preferred Stock as described below. The final prospectus supplement relating

to the offering of the 15.00% Series A Perpetual SATS Preferred Stock will reflect conforming changes relating to such increase in the

size of the offering.

As used in this pricing term sheet, “we,”

“our” and “us” refer to Strive, Inc. and not to its subsidiaries.

Issuer

Strive, Inc. (the “Company”)

Securities Offered

15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share, of the Company (the “SATS Stock”).

Amount Offered

7,000,000 shares of SATS Stock.

Public Offering Price

$90.00 per share of SATS Stock.

Trade Date

October 16, 2026.

Settlement Date

October 20, 2026, which will be the second business day after the Trade Date (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally must settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade SATS Stock before the business day before the Settlement Date must, because the SATS Stock initially will settle T+2, specify an alternate settlement cycle at the time of such trade to prevent a failed settlement. Those purchasers should consult their advisors.

Stated Amount

$100 per share of SATS Stock.

Ranking

The SATS Stock will rank as follows:

senior to (i) Dividend Junior Stock (as defined in the Preliminary Prospectus Supplement, and which includes the Company’s

Class A common stock, par value $0.001 per share (the “Class A Common Stock”) and the Company’s Class B common stock,

par value $0.001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”))

with respect to the payment of dividends; and (ii) Liquidation Junior Stock (as defined in the Preliminary Prospectus Supplement, and

which includes Class A Common Stock and the Class B Common Stock) with respect to the distribution of assets upon the Company’s

liquidation, dissolution or winding up;

equally with (i) Dividend Parity Stock (as defined in the Preliminary Prospectus Supplement) with respect to the payment of dividends;

and (ii) Liquidation Parity Stock (as defined in the Preliminary Prospectus Supplement) with respect to the distribution of assets upon

the Company’s liquidation, dissolution or winding up;

junior to the Company’s (i) Dividend Senior Stock and Liquidation Senior Stock (as those terms are defined in the Preliminary

Prospectus Supplement) and (ii) any existing and future indebtedness; and

structurally junior to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent

the Company is not a holder thereof) capital stock of the Company’s subsidiaries.

The terms of the SATS Stock will not restrict

the Company from issuing Dividend Senior Stock, Dividend Parity Stock, Liquidation Senior Stock or Liquidation Parity Stock.

Liquidation Preference

Initially, $100 per share of SATS Stock. The Liquidation Preference will be subject to adjustment in the manner described in the Preliminary Prospectus Supplement. However, the Liquidation Preference will not be adjusted to an amount that is less than $100 per share of SATS Stock.

Regular Dividends

The SATS Stock will accumulate cumulative dividends

(“regular dividends”) at a rate per annum equal to 15.00% on the Stated Amount thereof, regardless of whether or not declared

or funds are legally available for payment. Subject to the other provisions described in the Preliminary Prospectus Supplement, regular

dividends will be payable when, as and if declared by our board of directors or any duly authorized committee thereof, out of funds legally

available for their payment, in arrears for each regular dividend period on each regular dividend payment date (as defined in the Preliminary

Prospectus Supplement) to the SATS preferred stockholders of record as of the close of business on the regular record date immediately

preceding the applicable regular dividend payment date. If and when declared, any such payments shall be calculated for each calendar

month and subdivided and paid on each regular dividend payment date in equally divided installments based on the number of regular dividend

payment dates in each such calendar month as set forth in the

Preliminary Prospectus Supplement. No dividend,

interest or other amount will accumulate or accrue on any unpaid regular dividends, regardless of whether regular dividends are declared

for any future regular dividend period.

We currently anticipate we will declare the first

dividend payment to occur on November 9, 2026. If declared in full, the first scheduled regular dividend on the SATS Stock payable on

November 9, 2026 will include all accrued and unpaid dividends from and after the closing date, and will be $0.8710 per share, assuming

that the closing of this offering occurs on October 20, 2026.

Regular Dividend Payment Dates

Each business day (as such term is defined in the Preliminary Prospectus Supplement), beginning on November 9, 2026, subject to declaration by our board of directors or any duly authorized committee thereof. .

Regular Record Dates

With respect to any regular dividend payment date, the immediately preceding business day on which such regular dividend payment date occurs.

Regular Dividend Period

Each period from, and including, the calendar day after a regular dividend payment date (or, in the case of the first regular dividend period, from, and including, the calendar day after the initial issue date) to, and including, the next regular dividend payment date.

Directed Share Program

At our request, the underwriters have reserved up to 350,000 shares of the SATS Stock, or 5% of the shares offered, for sale at the public offering price through a directed share program to certain of our employees, officers and directors based in the United States and their friends and family members, and certain other individuals identified by management. The number of shares of the SATS Stock available for sale to the general public will be reduced to the extent that such persons purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered in this offering. Fidelity Brokerage Services LLC and Fidelity Capital Markets, a division of National Financial Services LLC, a selling group member in this offering, will administer our directed share program. See “Underwriting—Directed Share Program” in the Preliminary Prospectus Supplement.

Dividend Reserve

At the closing of this offering, we intend to

increase our existing dividend reserve in an amount equal to the first 18 months of dividend payments calculated as of the date of this

offering (the “Dividend Reserve”) by depositing an equivalent of $22.50 per share of SATS Stock into an account funded by

us with a combination of existing cash on hand and securities held by us (based on the value of such securities at the closing of this

offering). Subject to compliance with Nevada law and any other applicable requirements, we may make dividend distributions from the Dividend

Reserve or from any other account maintained by us to the holders of the then-outstanding SATS Stock following the closing of this offering.

We intend to invest the proceeds of the Dividend

Reserve in various capital preservation instruments, including short-term investment grade, interest-bearing securities, and money-market

funds. Any investment income earned from the Dividend Reserve will be remitted to us to use for working capital or general corporate purposes,

including the acquisition of additional bitcoin.

No Preemptive or Conversion Rights

The SATS Stock will not be convertible into or exchangeable for any other securities or property and will not be entitled to any preemptive or similar rights.

Limitation on Junior Payments

The Company will not declare or pay dividends on, or repurchase, Junior Stock while any accumulated SATS Stock dividends remain unpaid, subject to customary exceptions.

Redemption

The SATS Stock is not redeemable at the Company’s option, except that the Company may redeem all, and not less than all, of the SATS Stock (i) if a Tax Event (as defined in the Preliminary Prospectus Supplement) occurs or (ii) if fewer than 25% of the total number of shares of SATS Stock issued in this offering and in any future offering, taken together, remain outstanding. The redemption price shall be equal to the Liquidation Preference as of the business day before the date the related redemption notice is sent, plus any accumulated and unpaid regular dividends to, and including, the redemption date.

Fundamental Change Repurchase Right

Upon the occurrence of a Fundamental Change (as defined in the Preliminary Prospectus Supplement), each holder of SATS Stock will have the right to require the Company to repurchase some or all of its SATS Stock at a cash repurchase price equal to the Stated Amount thereof, plus any accumulated and unpaid regular dividends to, and including, the Fundamental Change Repurchase Date (as defined in the Preliminary Prospectus Supplement).

Lockup

The Company shall not, until the earlier of (i) the first date on which SATS Stock is listed for trading on The Nasdaq Global Market or (ii) 15 days following the Trade Date, offer, issue or sell any additional shares of SATS Stock, subject to certain exceptions, including the issuance of SATS Stock in this offering.

Voting Rights

The SATS Stock will not have Common Stock voting rights and will have only the limited voting rights described in the Preliminary Prospectus Supplement.

Listing

No public market currently exists for the SATS Stock. We have applied to list the SATS Stock on The Nasdaq Global Market under the symbol “SATS.” If the listing is approved, we expect trading in the SATS Stock to commence within 30 days after the Settlement Date.

Use of Proceeds

We estimate that the gross proceeds to us from this offering will be approximately $630 million, before deducting the underwriting discounts and commissions and our estimated offering expenses. We intend to use the net proceeds for general corporate purposes, including, among other things, the acquisition of bitcoin and bitcoin-related products and for working capital, the purchase of income generating assets to grow our business, other capital expenditures, and/or repurchases of shares of our Class A Common Stock or SATA Stock, $0.001 par value. We may also use such proceeds to fund acquisitions of businesses, assets or technologies that complement our current business.

Joint Book-Running Managers

Barclays Capital Inc.

Cantor Fitzgerald & Co.

Lead Manager

Clear Street LLC

Co-Managers

B. Riley Securities, Inc.

H.C. Wainwright & Co., LLC

Maxim Group LLC

StoneX Financial Inc.

CUSIP / ISIN Numbers for SATS Stock

862945 409 / US8629454096

* * *

The Preliminary Prospectus Supplement incorporates

by reference the Current Report on Form 8-K filed with the SEC on November 14, 2025 (Accession No. 0001140361-25-042336). Any other Current

Report on Form 8-K filed with the SEC on November 14, 2025 is not deemed filed and is not incorporated by reference in the Preliminary

Prospectus Supplement.

* * *

We have filed a registration

statement (including a prospectus) and the Preliminary Prospectus Supplement with the SEC for the offering to which this communication

relates. Before you invest, you should read the Preliminary Prospectus Supplement and the prospectus in that registration statement and

other documents we have filed with the SEC for more complete information about us and this offering. You may get these documents free

by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any underwriter or any dealer participating in the offering

will arrange to send you the Preliminary Prospectus Supplement (or, when available, the final prospectus supplement) and the accompanying

prospectus upon request to: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717,

by email at barclaysprospectus@broadridge.com or telephone at 1-888-603-5847; or Cantor Fitzgerald & Co., Attention: Capital Markets,

110 East 59th Street, 6th Floor, New York, NY 10022, or by email at prospectus@cantor.com.

The information in this pricing

term sheet is not a complete description of the SATS Stock or the offering. You should rely only on the information contained or incorporated

by reference in the Preliminary Prospectus Supplement and the accompanying prospectus, as supplemented by this pricing term sheet, in

making an investment decision with respect to the SATS Stock.

ANY DISCLAIMERS OR OTHER

NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE

AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp255095_ex9901.htm · Sequence: 3

Exhibit 99.1

Strive Announces Pricing of Upsized Initial

Public Offering of SATS Stock

DALLAS, TX—(GLOBE NEWSWIRE)—October

15, 2026—Strive, Inc. (Nasdaq: ASST) (“Strive” or the “Company”) today announced the pricing of its initial

public offering (the “offering”) on October 15, 2026 of 7,000,000 shares of Strive’s 15.00% Series A Perpetual SATS

Preferred Stock (the “SATS Stock”), an upsize of 2,000,000 shares over the amount previously announced, at a public offering

price of $90 per share. The issuance and sale of the SATS Stock is scheduled to settle on October 20, 2026, subject to customary closing

conditions.

Strive estimates that the gross proceeds to it

from the offering will be approximately $630 million, before deducting the underwriting discounts and commissions and Strive’s estimated

offering expenses. Strive intends to use the net proceeds from the offering for general corporate purposes, including, among other things,

the acquisition of bitcoin and bitcoin-related products and for working capital, the purchase of income generating assets to grow the

Company’s business, other capital expenditures, and/or repurchases of shares of the Company’s Class A common stock, par value

$0.001 per share (the “Class A Common Stock”) or its Variable Rate Series A Perpetual Preferred Stock, par value $0.001 per

share (the “SATA Stock”). Strive may also use such proceeds to fund acquisitions of businesses, assets or technologies that

complement its current business.

The SATS Stock will accumulate cumulative dividends

at a rate per annum equal to 15.00% on the stated amount of $100 per share (the “stated amount”) thereof. Subject to the provisions

in the governing documentation for the SATS Stock, regular dividends on the SATS Stock will be payable when, as and if declared by Strive’s

board of directors or any duly authorized committee thereof, out of funds legally available for their payment, in arrears for each regular

dividend period on each payment date to stockholders of record as of the close of business on the regular record date immediately preceding

the applicable regular dividend payment date. Regular dividend dates will fall on each business day, as defined in the governing documentation

for the SATS Stock, beginning on November 9, 2026. If declared in full, the first scheduled regular dividend on the SATS Stock payable

will include all accrued and unpaid dividends from and after the closing date.

At the closing of the offering, Strive intends

to increase our existing dividend reserve in an amount equal to the first 18 months of dividend payments calculated as of the date of

the offering by depositing an equivalent of $22.50 per share of SATS Stock into an account funded by us with a combination of existing

cash on hand and securities held by us (based on the value of such securities at the closing of this offering).

Strive will have the right, at its election, to

redeem all, but not less than all, of the SATS Stock, at any time, for cash if the total number of shares of all SATS Stock then outstanding

is less than 25% of the total number of shares of SATS Stock originally issued in this offering and in any future offering, taken together.

In addition, Strive will have the right to redeem all, but not less than all, of the SATS Stock if certain tax events occur. The redemption

price for any SATS Stock to be redeemed will be a cash amount equal to the liquidation preference of the SATS Stock to be redeemed as

of the business day before the date on which Strive sends the related redemption notice, plus accumulated and unpaid regular dividends,

if any, thereon to, and including, the redemption date.

If an event that constitutes a “fundamental

change” under the certificate of designation governing the SATS Stock occurs, then holders of the SATS Stock will have the right

to require Strive to repurchase some or all of their shares of SATS Stock at a cash repurchase price equal to the stated amount of the

SATS Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, and including, the fundamental change repurchase

date.

The liquidation preference of the SATS Stock will

initially be $100 per share; provided, however, that, effective immediately after the close of business on each business day after the

initial issue date (and, if applicable, during the course of a business day on which any sale transaction to be settled by the issuance

of SATS Stock is executed, from the exact time of the first such sale transaction during such business day until the close of business

of such business day), the liquidation preference per share of SATS Stock will be adjusted to be the greatest of (i) the stated amount

per share of SATS Stock; (ii) in the case of any business day with respect to which Strive has, on such business day or any business day

during the ten trading day period preceding such business day, executed any sale transaction to be settled by the issuance of SATS Stock,

an amount equal to the last reported sale price per share of SATS Stock on the trading day immediately before such business day; and (iii)

the arithmetic average of the last reported sale prices per share of SATS Stock for each trading day of the ten consecutive trading days

(or, if applicable, the lesser number of trading days as have elapsed during the period from, and including, the initial issue date to,

but excluding, such business day) immediately preceding such business day.

Barclays and Cantor are acting as joint book-running

managers for the offering. Clear Street is acting as lead manager for the offering. B. Riley Securities, H.C. Wainwright & Co., Maxim

Group LLC, and StoneX are acting as co-managers for the offering.

The offering is being made pursuant to an effective

shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). The offering will be made only

by means of a prospectus supplement and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement (and when

available, the final prospectus supplement), together with the accompanying prospectus, is or will be available on the SEC’s website

at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement, together with

the accompanying prospectus, can be obtained by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island

Avenue, Edgewood, NY 11717, by email at barclaysprospectus@broadridge.com or telephone

at 1-888-603-5847; or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or

by email at prospectus@cantor.com.

About Strive

Strive is a structured finance company focused on disciplined capital

allocation and long term value creation. We have strategically adopted bitcoin as our hurdle rate for capital deployment because of our

fiduciary duty to maximize long-term value for stockholders and compound purchasing power over time.

Strive Asset Management, LLC, a direct, wholly

owned subsidiary of Strive and an SEC-registered investment adviser, manages over $2.8 billion in assets.

Cautionary Statement Regarding Forward-Looking

Statements

Certain statements herein may constitute “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,

as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder, which statements involve inherent risks

and uncertainties. Examples of forward-looking statements include, but are not limited to, express or implied statements regarding the

outlook and expectations of Strive and its subsidiaries, the strategic benefits and financial benefits of the merger transaction with

Semler Scientific, Inc. (the “merger transaction”), including the expected impact of the merger transaction on Strive’s

future financial performance and the ability to successfully integrate the combined businesses, the estimated proceeds of the offering,

the anticipated timing of settlement, the anticipated use of any proceeds from the offering and the terms of the securities being offered.

Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,”

“anticipate,” “could,” “should,” “would,” “believe,” “contemplate,”

“expect,” “estimate,” “continue,” “plan,” “project,” “predict,”

“potential,” “assume,” “forecast,” “target,” “budget,” “outlook,”

“trend,” “guidance,” “objective,” “goal,” “strategy,” “opportunity,”

and “intend,” as well as words of similar meaning or other statements concerning opinions or judgments of Strive and its respective

management team about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject

to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence,

which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements

as a result of various important factors. Other risks, uncertainties and assumptions, including, among others, the following:

· the outcome of any legal proceedings that may be instituted against Strive or its subsidiaries;

· the possibility that the anticipated benefits of the merger transaction are not realized when expected

or at all, including as a result of changes in, or problems arising from, implementation of Bitcoin treasury strategies and risks associated

with Bitcoin and other digital assets, general economic and market conditions, interest and exchange rates, monetary policy, and laws

and regulations and their enforcement;

· the diversion of management’s attention from ongoing business operations and opportunities;

· dilution caused by Strive’s issuance of additional shares of its SATS Stock, Class A Common Stock

or SATA Stock;

· potential adverse reactions of Strive’s clients and customers or changes to business or employee

relationships, including those resulting from the completion of the merger transaction; and

· other factors that may affect future results of Strive or the future trading performance of its SATS Stock,

Class A Common Stock or SATA Stock.

These factors are not necessarily all of the factors

that could cause Strive’s actual results, performance or achievements to differ materially from those expressed in or implied by

any of the

forward-looking statements. Other factors, including

unknown or unpredictable factors, also could harm Strive’s results.

Although Strive believes that its expectations

with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business

and operations, there can be no assurance that the actual results of Strive will not differ materially from any projected future results

expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described

above can be found in Strive’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and quarterly reports on Form

10-Q, and other documents subsequently filed by Strive with the SEC.

The actual results anticipated may not be realized

or, even if substantially realized, they may not have the expected consequences to or effects on Strive or its businesses or operations.

Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained in this press

release speak only as of the date hereof, and Strive undertakes no obligation to update or clarify these forward-looking statements, whether

as a result of new information, future events or otherwise, except to the extent required by applicable law.

No Offer or Solicitation

This press release is

not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy

any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction.

Strive Media Contact:

media@strive.com

Investor Contact:

ir@strive.com

Source: Strive, Inc.

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