The agreed share price represents a premium of more than twelve times ZeroStack's recent market trading price, while the Memecore tokens contributed to the transaction, consisting of 925,925,926 $M tokens, were valued at their prevailing fair market trading price of $1.08 per token.

Management believes the transaction represents one of the most significant valuation premiums accepted by a strategic cryptocurrency investor in a public company and reflects the Memecore principals' conviction in ZeroStack's long-term strategy, management team and unique positioning within the decentralized artificial intelligence ecosystem. The transaction fosters ZeroStack's strategy of building a full-stack position in the consumer driven distributed artificial intelligence market segment, which Management expects to grow through MemeCore's creation of consumer-facing cultural economies.

The transaction also substantially expands ZeroStack's strategic relationship with the Memecore ecosystem and creates what management believes to be significant opportunities for collaboration between ZeroStack's existing 0G portfolio and the rapidly growing Memecore community. Management believes that the willingness of the Memecore principals to acquire ZeroStack equity at a substantial premium while valuing the contributed Memecore tokens at prevailing market prices demonstrates a strong conviction that ownership of ZeroStack shares provides unique strategic exposure to the Company's existing and future digital asset activities.