SEC Form PRE 14C filed by Exodus Movement Inc.

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Dear Stockholders:

The enclosed information statement (the “Information Statement”) is being distributed to the holders of record, as of the close of business on November 7, 2025 (the “Record Date”), of the Class A Common Stock and the Class B Common Stock of Exodus Movement, Inc. (the “Company” or “Exodus”).

The purpose of the Information Statement is to inform you that, on November 7, 2025, (i) stockholders owning a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, and stockholders owning a majority of the voting power of the outstanding shares of Class B Common Stock entitled to vote thereon, acting as a separate class (the “Charter Amendment Consenting Stockholders”), executed and delivered to the Company a written consent in lieu of a stockholder meeting approving and adopting an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to provide that holders of Class B Common Stock shall be deemed to have been treated equally, identically and ratably, on a per share basis, with respect to any distribution paid or distributed by the Company to the holders of Class A Common Stock and not to the holders of Class B Common Stock if such distribution has been approved by the Board of Directors (the “Board”) of the Company (the “Charter Amendment,” and such consent, the “Charter Amendment Written Consent”) and (ii) stockholders owning a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class (the “Texas Redomestication Consenting Stockholders,” and together with the Charter Amendment Consenting Stockholders, the “Consenting Stockholders”), executed and delivered to the Company a written consent in lieu of a stockholder meeting approving and adopting the redomestication of the Company from the State of Delaware to the State of Texas by conversion (the “Texas Redomestication,” and together with the Charter Amendment, the “Actions,” and such consent, the “Texas Redomestication Written Consent,” and together with the Charter Amendment Written Consent, the “Written Consent”). The Consenting Stockholders include Jon Paul Richardson, Chief Executive Officer and Chair of the Board, and Daniel Castagnoli, Director and President of our wholly owned subsidiary, 3ZERO, LLC.

Under the General Corporation Law of the State of Delaware (the “DGCL”), any action required or permitted to be taken by stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and delivered to the corporation. The Written Consent of the holders of a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, and the holders of a majority of the voting power of the outstanding shares of Class B Common Stock entitled to vote thereon, acting as a separate class, is sufficient under the DGCL and the Certificate of Incorporation and the Company’s Amended and Restated Bylaws (the “Bylaws”) to approve the Charter Amendment. The Written Consent of the holders of a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, is sufficient under the DGCL and the Certificate of Incorporation and the Bylaws to approve the Texas Redomestication. Accordingly, the Actions will not be submitted to you and our other stockholders for a vote.

This letter and the accompanying Information Statement are intended to notify you of the Actions in accordance with applicable Securities and Exchange Commission (“SEC”) rules as a result of our Class A Common Stock being registered with the SEC. Pursuant to the applicable SEC rules, we plan to effect the Actions no earlier than 20 calendar days after the Notice (as defined below) and Information Statement is first sent to our stockholders, or on or about [   ], 2025.

Under Section 228(e) of the DGCL, where stockholder action is taken without a meeting by less than unanimous written consent, prompt notice of the taking of such corporate action must be given to those stockholders as of the record date for determining the stockholders entitled to act by consent (which was November 7, 2025) who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for the notice of such meeting had been the record date for determining the stockholders entitled to act by consent. This letter is also intended to serve as the notice required by Section 228(e) of the DGCL (the “Notice”).

Holders of record and beneficial owners of Class A Common Stock will not have appraisal rights in connection with the Actions. Holders of record and beneficial owners of Class B Common Stock will not have appraisal rights in connection with the Charter Amendment. If the Texas Redomestication is completed, holders of record and beneficial owners of Class B Common Stock who (1) do not consent to the Texas Redomestication; (2) properly demand appraisal of their shares; (3) continuously hold of record or beneficially own their shares through the effectiveness of Texas Redomestication; (4) otherwise comply with the procedures of Section 262 of the DGCL; and (5) do not validly withdraw their demands or otherwise lose, forfeit or waive their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares in connection with the Texas Redomestication under Section 262 of the DGCL.

THE INFORMATION STATEMENT IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THE INFORMATION STATEMENT UNLESS YOU ARE A HOLDER OF RECORD OR BENEFICIAL OWNER OF CLASS B COMMON STOCK AND YOU WISH TO DEMAND APPRAISAL RIGHTS UNDER SECTION 262 OF THE DGCL. THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED IN THE INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

[   ]

James Gernetzke

Chief Financial Officer and Secretary

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are based upon our current expectations and various assumptions and apply only as of the date of this Information Statement. Our expectations, beliefs, and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations, beliefs and projections will be achieved. Forward-looking statements are generally identified by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “forecast,” as well as variations of such words or similar expressions. There are a number of risks, uncertainties, and other important factors that could cause our actual results or outcomes to differ materially from those suggested by our forward-looking statements, including those set forth in the “Risk Factors” section of our most recent Annual Report on Form 10-K, as well as the other documents filed by us from time to time with the SEC. You should evaluate all forward-looking statements made in this Information Statement in the context of these risks and uncertainties. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Holders of a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, executed and delivered to the Company a written consent approving and adopting the Texas Redomestication.

Holders of [   ] shares of Class A Common Stock and [   ] shares of the Company’s Class B Common Stock, representing approximately [   ]% of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote on November 7, 2025, acting together as a single class, and [   ]% of the outstanding shares of Class B Common Stock entitled to vote thereon, acting as a separate class, entitled to vote on November 7, 2025, executed and delivered a written consent approving the actions described herein.

The Written Consent of the holders of a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, and the holders of a majority of the voting power of the outstanding shares of Class B Common Stock entitled to vote thereon, acting as a separate class, is sufficient under the DGCL (as defined below) and the Certificate of Incorporation and the Bylaws (as defined below) to approve the Charter Amendment. The Written Consent of the holders of a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, is sufficient under the DGCL and the Certificate of Incorporation and the Bylaws to approve the Texas Redomestication.

All of the shares of Class A Common Stock and Class B Common Stock held by the Consenting Stockholders (as defined below) are beneficially owned by Jon Paul Richardson, Chief Executive Officer and Chair of the Board (as defined below), and Daniel Castagnoli, Director and President of our wholly owned subsidiary, 3ZERO, LLC.

Holders of Class A Common Stock are not entitled to appraisal rights with respect to the Texas Redomestication. If the Texas Redomestication is completed, holders of record and beneficial owners of Class B Common Stock who (1) do not consent to or otherwise vote in favor of the Texas Redomestication; (2) properly demand appraisal of their shares; (3) continuously hold of record or beneficially own their shares through the Texas Redomestication Effective Time (as defined below); (4) otherwise comply with the procedures of Section 262 of the DGCL; and (5) do not validly withdraw their demands or otherwise lose, forfeit or waive their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares of Class B Common Stock in connection with the Texas Redomestication under Section 262 of the DGCL. As a matter of law, the Consenting Stockholders have waived their appraisal rights by virtue of consenting to the Texas Redomestication. See “Action 2 – Texas Redomestication—Appraisal Rights” below for additional information.

This information statement (“Information Statement”) informs stockholders of Exodus Movement, Inc. (the “Company,” “Exodus,” “we,” “us,” or “our”) that, on November 7, 2025, (i) holders of a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, and stockholders owning a majority of the voting power of the outstanding shares of Class B Common Stock entitled to vote thereon, acting as a separate class (the “Charter Amendment Consenting Stockholders”), executed and delivered to the Company a written consent in lieu of a stockholder meeting approving and adopting an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to provide that holders of Class B Common Stock shall be deemed to have been treated equally, identically and ratably, on a per share basis, with respect to any distribution paid or distributed by the Company to the holders of Class A Common Stock and not to the holders of Class B Common Stock if such distribution has been approved by the Board of Directors (the “Board”) of the Company (the “Charter Amendment,” and such consent, the “Charter Amendment Written Consent”) and (ii) holders of a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class (the “Texas Redomestication Consenting Stockholders,” and together with the Charter Amendment Consenting Stockholders, the “Consenting Stockholders”), have executed and delivered to the Company a written consent in lieu of a stockholder meeting approving and adopting the redomestication of the Company from the State of Delaware to the State of Texas by conversion (or the Texas Redomestication, and together with the Charter Amendment, the “Actions,” and such consent, the “Texas Redomestication Written Consent,” and together with the Charter Amendment Written Consent, the “Written Consent”).

On November 7, 2025, the record date for determining stockholders entitled to consent to the Actions (the “Record Date”), the Consenting Stockholders delivered to the Company the Written Consent. The Consenting Stockholders include Jon Paul Richardson, Chief Executive Officer and Chair of the Board, and Daniel Castagnoli, Director and President of our wholly owned subsidiary, 3ZERO, LLC.

The Information Statement is being furnished to (1) inform the Company’s stockholders of the Actions before they take effect in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (2) provide the notice (the “Notice”) required under Section 228(e) of the DGCL and (3) provide notice to holders of Class B Common Stock of the availability of appraisal rights under Section 262 of the DGCL in connection with the Texas Redomestication. Pursuant to the applicable SEC rules, we plan to effect the Actions no earlier than 20 calendar days after the Notice and Information Statement is first sent to our stockholders. The Notice and Information Statement is first being sent on or about [   ], 2025.

The Board is not soliciting your proxy or consent in connection with the Actions, and no proxies or consents are being requested from stockholders.

As of the Record Date, [   ] shares of the Company’s Class A Common Stock and [   ] shares of the Company’s Class B Common Stock were outstanding. Pursuant to the Certificate of Incorporation, holders of the Company’s Class A Common Stock are entitled to one vote per share, and holders of the Company’s Class B Common Stock are entitled to 10 votes per share, on each matter submitted to stockholders.

As of the Record Date, the Consenting Stockholders together owned beneficially and of record (i) shares of Class A Common Stock and Class B Common Stock representing approximately [   ]% of the voting power of the outstanding shares of voting stock of the Company and (ii) shares of Class B Common Stock representing approximately [   ]% of the voting power of the outstanding shares of Class B Common Stock. The Written Consent of the holders of a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, and the holders of a majority of the voting power of the outstanding shares of Class B Common Stock entitled to vote thereon, acting as a separate class, is sufficient under the DGCL and the Certificate of Incorporation and the Company’s Amended and Restated Bylaws (the “Bylaws”) to approve the Charter Amendment. The Written Consent of the holders of a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, acting together as a single class, is sufficient under the DGCL and the Certificate of Incorporation and the Bylaws to approve the Texas Redomestication.

The Board unanimously approved and recommended that our stockholders approve the Charter Amendment. The Charter Amendment amends the Certificate of Incorporation to add the following sentence to the end of Section 5(a) of Article V, Part A:

“Notwithstanding anything to the contrary herein, holders of Class B Common Stock shall be deemed to have been treated equally, identically and ratably, on a per share basis, with respect to any Distribution paid or distributed by the Company to the holders of Class A Common Stock and not to the holders of Class B Common Stock if such Distribution has been approved by the Board of Directors.”

Currently, the Certificate of Incorporation requires any dividends to be paid on both Class A Common Stock and Class B Common Stock whenever the Company elects to declare a dividend on the Class A Common Stock. Under the Charter Amendment, holders of Class B Common Stock shall be deemed to have been treated equally, identically and ratably, on a per share basis, with respect to any distribution paid or distributed by the Company to the holders of Class A Common Stock and not to the holders of Class B Common Stock if such distribution has been approved by the Board.

As over 96% of the shares of Class B Common Stock are held by Mr. Richardson and Mr. Castagnoli as of October 24, 2025, the Board considered that effecting the Charter Amendment would allow the Company to declare and pay dividends on only shares of Class A Common Stock, which are publicly listed on the NYSE American LLC (the “NYSE American”) and more broadly held by public stockholders and historically have been used as the Company’s exclusive capital-raising security, and not also on shares of Class B Common Stock, which were designed principally to preserve long-term governance rights for our co-founders for the purpose of preserving their long-term vision for the Company and promoting continuity and stability in operations, and are held primarily by our co-founders. The Board believes that the Charter Amendment will allow for additional flexibility in the Company’s capital allocation strategy and will potentially maximize value by enhancing the potential benefit the Company obtains through targeted distributions to holders of Class A Common Stock. In addition, in light of their significant holdings of Class B Common Stock, Mr. Richardson and Mr. Castagnoli have communicated to the Board that at this time they do not wish to receive any dividends on their Class B Common Stock and that they believe the Company and its stockholders would be better served if any future dividends were only paid on the Class A Common Stock.

Furthermore, Exodus is currently exploring the possibility of issuing dividends to its stockholders in the form of Bitcoin (“BTC”). Exodus is a digital asset operating company that operates in BTC, earning revenue and paying expenses in BTC, and holds a substantial amount of BTC (over 2,100 BTC as of September 30, 2025) in its corporate treasury. Issuing dividends in BTC on only shares of Class A Common Stock would allow the Company to leverage a core asset to reward its public stockholders directly, rather than converting it to fiat currency, and promote business objectives, such as the adoption of Exodus products and services, and seeks to reinforce Exodus’ commitment to driving the future of accessible and secure finance.

Accordingly, the Board determined that the Charter Amendment is advisable and in the best interest of the Company and its stockholders.

The Company intends to file a certificate of amendment to the Certificate of Incorporation setting forth the Charter Amendment in the form included as Annex A to this Information Statement with the Office of the Secretary of State in Delaware on or about [   ], 2025, which will become effective on such date.

The Board unanimously approved and recommended that our stockholders approve the conversion of the Company from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Texas (the “Texas Corporation”), as more fully described in this Action 2. The proposed redomestication of the Delaware Corporation to a Texas Corporation described in this Action 2 is referred to herein as the “Texas Redomestication.”

The Texas Redomestication will be effected through a conversion pursuant to Section 266 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and Title 1, Chapter 10, Subchapter C of the Texas Business Organizations Code, as amended (the “TBOC”), as set forth in the plan of conversion (the “Plan of Conversion”), included as Annex B to this Information Statement.

Through the adoption of the Plan of Conversion, upon the effectuation of the Texas Redomestication:

We anticipate that the Texas Redomestication will become effective on or about [ ], 2025 (the “Texas Redomestication Effective Time”).

The Texas Redomestication may be delayed by the Board, or the Plan of Conversion may be terminated and abandoned by action of the Board, at any time prior to the Texas Redomestication Effective Time, if the Board

determines for any reason that such delay or abandonment would be in the best interests of the Company and its stockholders. In addition, the Company may face legal challenges to the Texas Redomestication, including, among others, stockholder challenges under Delaware law, seeking to delay or prevent the Texas Redomestication.

Like many corporations, Exodus is incorporated in Delaware. A large number of U.S. companies have historically chosen Delaware as their state of incorporation. In recent years, however, other states have amended their corporation laws and otherwise sought to make their jurisdictions more attractive as a place of incorporation. Notably, Texas has developed and advanced its corporate law system in an effort to provide a more business-friendly operating environment and a modern and predictable corporate governance framework. As a result, Texas has begun to compete with Delaware for public company incorporations. The Board considered various factors in reaching its decision to approve the Texas Redomestication and to recommend that its stockholders approve the transaction. As described below, the Board believes that there are several important reasons that the Texas Redomestication is in the best interests of the Company and its stockholders.

The Board, in consultation with the Company’s management, has been monitoring the legal and regulatory environment for corporations. In particular, the Board has periodically reviewed developments in Delaware corporate law along with developments in the corporate laws of other jurisdictions.

At a meeting of the Board held on February 26, 2025, at which Mr. Richardson, the Chair of the Board and Chief Executive Officer, James Gernetzke, Chief Financial Officer and Secretary, Veronica McGregor, Chief Legal Officer, Blake Rizzo, Deputy General Counsel, Latisha Walter, Chief of Staff, and a representative of Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), the Company’s outside corporate counsel, were present, Mr. Richardson presented on corporate governance trends relating to companies redomesticating from Delaware to other jurisdictions such as Nevada and Texas. The Board directed management to continue monitoring these developments.

At a meeting of the independent directors of the Board held on April 11, 2025, at which representatives of Morris, Nichols, Arsht & Tunnell LLP (“Morris Nichols”), the Company’s outside Delaware corporate counsel, were present, the independent directors discussed the possibility of redomesticating to a jurisdiction other than Delaware in consultation with Morris Nichols.

In July 2025, Mr. Richardson discussed the possibility of redomesticating to a jurisdiction other than Delaware with Carol MacKinlay, an independent director of the Board. Ms. MacKinlay then informed the other independent directors of the Board, Ms. Knight and Mr. Skelton of the discussion with Mr. Richardson. Thereafter, in July 2025, Ms. Knight requested additional information of management regarding a potential redomestication, including regarding the differences in the corporate laws and systems in Delaware, Nevada and Texas, including the potential advantages and disadvantages of these corporate laws and systems, and on recent developments in law and judicial decisions in Delaware and to advise the Board on how it should consider such developments in the context of a potential redomestication to another jurisdiction as well as other factors material to the decision whether to redomesticate to Texas or Nevada.

At a meeting of the Board held on August 6, 2025, at which Mr. Richardson, Mr. Gernetzke, Ms. Walter, Mr. Rizzo and a representative of Gibson Dunn were present, Mr. Richardson led the Board in a discussion with respect to potentially redomesticating to Texas or Nevada. As part of this discussion, Mr. Richardson noted that he would like to further review the possibility of redomestication and to undertake an analysis regarding the considerations for redomesticating.

In September 2025, management completed further analysis regarding a potential redomestication to a jurisdiction other than Delaware, and the Company engaged Richards, Layton & Finger, PA (“Richards Layton”), the Company’s outside Delaware counsel, and Gibson Dunn to advise on matters relating to a potential redomestication.

At a meeting of the Board held on October 13, 2025, at which Mr. Richardson, Mr. Gernetzke, Ms. Walter, Mr. Rizzo, Interim Chief Legal Officer, and representatives of Richards Layton and Gibson Dunn were present, Mr. Richardson presented on management’s assessment of a potential redomestication of the Company from Delaware to Nebraska, Nevada or Texas and discussed key differences among the jurisdictions, including variations in corporate governance flexibility, shareholder litigation, annual franchise tax obligations and business and regulatory environments, in particular as they relate to the Company’s industry. He then presented management’s recommendation, based on the

analysis it had undertaken, that the Board consider redomesticating from Delaware to Texas. At the meeting, the Board, in consultation with outside counsel, discussed recent legal and judicial trends and considered whether remaining incorporated in Delaware continued to best serve the interests of the Company and its stockholders. The Board considered emerging legal initiatives in Texas, which has introduced new measures aimed at fostering a predictable, business-oriented legal environment for corporations, including through its recent establishment of a specialized business court system designed to handle complex commercial disputes efficiently and predictably. The Board then determined to continue its analysis of a potential redomestication, identifying Texas as the leading candidate for a potential redomestication due to, among other factors, Texas’ recent corporate law amendments, Texas’ statute-based legal framework, the operational Texas business court and Texas’ status as a leading digital assets and business-friendly jurisdiction, and directed management to prepare the documentation and disclosures for a redomestication to Texas for the Board’s consideration and approval.

At a meeting of the Board held on November 7, 2025, at which Mr. Richardson, Mr. Gernetzke, Ms. Walter, Mr. Rizzo and representatives of Richards Layton and Gibson Dunn were present, following its (i) evaluation of the proposed Texas Redomestication, including management’s recommendation and the factors considered by management and management’s rationale in recommending the Texas Redomestication, the review and consideration of various factors and considerations deemed relevant by Board and the investigation and consideration of the benefits and risks of the Texas Redomestication, and (ii) receipt of, and the opportunity to review and consider, the draft information statement to be distributed to the Company’s stockholders, the Texas Charter, the Texas Bylaws, the Plan of Conversion, the Delaware Certificate of Conversion and the Texas Certificate of Conversion and to ask questions of management and to seek advice of Richards Layton and Gibson Dunn, the Board determined that the Texas Redomestication is advisable and in the best interest of the Company and its stockholders for several important reasons described under “Reasons for the Texas Redomestication” below and unanimously approved the Texas Redomestication.

The Board believes Texas law is more advantageous to the Company than Delaware law because Texas courts follow a more statute-based approach to director and officer duties that is less dependent upon judicial interpretation. The Board believes that Texas’ approach to corporate law will provide a more stable, predictable and efficient platform for the Company’s operations, given its focus on statutes rather than Delaware’s common law approach, which relies more heavily on judicial decisions that develop and potentially shift over time. Recent Delaware Chancery Court decisions have raised questions in the market about the predictability of the Delaware courts. These decisions, in the Board’s view, have undermined what was previously touted as a significant benefit of incorporating in Delaware. Uncertainty as to the standards of conduct governing corporate decision-making, as well as the uncertainty regarding how a court may rule with respect to the propriety of a transaction after the fact, can have a chilling effect on corporate decision-making, particularly where directors and officers face risk (even if unlikely) of personal liability, which could result in a company not engaging in transactions potentially beneficial to its stockholders or the deployment of overly burdensome, resource-intensive processes that may prevent or delay otherwise value-maximizing transactions. In addition, the imposition of onerous standards of judicial review, including standards that can preclude the possibility of obtaining dismissal of claims at the pleading stage, may have the effect of encouraging litigation from the corporate plaintiff’s bar, which may in turn result in unnecessary friction and delay that may discourage pursuit of transactions the Board might otherwise believe to be in the best interests of the Company and its stockholders or inhibit the Company’s ability to compete in highly competitive market, developing novel products. The Board believes that Texas’ statute-based approach provides greater certainty for corporate decision-making, which in turn will benefit our stockholders by reducing artificial friction or undue procedural burdens and allowing the Company to more fully consider and potentially enter into advantageous business opportunities that our Board believes to be in the best interest of the Company and our stockholders.

In recent years, there has been an increased risk of opportunistic and frivolous litigation for Delaware public companies. The litigation environment has made Delaware a less attractive place of incorporation due to the substantial costs associated with defending against such claims. Stockholder litigation claims arising under Delaware

law can result in a company incurring substantial legal fees and expenses and increases in Director and Officer (“D&O”) insurance premiums. They can also distract management and employees, diverting attention away from more pressing operational matters. For example, from time to time, Delaware public companies respond to stockholder books and records inspection demands pursuant to Section 220 of the DGCL, purportedly seeking to investigate alleged mismanagement and wrongdoing, which, in turn, may cause such companies to expend substantial legal fees and costs in responding to such demands, in addition to the time and distraction for the management team in gathering and reviewing records.

The Texas Redomestication may reduce the risk of future opportunistic and frivolous litigation against the Company and its directors and officers. Texas has implemented certain limitations for bringing a derivative proceeding against a Texas corporation, including (i) applying the business judgment rule to a decision of an independent board committee involving transactions with controlling shareholders, directors or officers, (ii) allowing public companies to adopt an ownership percentage in their certificate of formation or bylaws that shareholders must meet to initiate a claim and (iii) requiring shareholders to make a formal written demand on the corporation prior to bringing a derivative claim. Following the Texas Redomestication, the Board may elect to adopt in the Texas Bylaws an ownership threshold of up to 3% of its outstanding shares that must be held for plaintiffs to initiate a derivative claim.

In addition, although Section 220 of the DGCL was amended on March 25, 2025 (the “2025 DGCL Amendments”) to narrow the scope of such inspection demands and increase the burden on stockholders for obtaining such records, we still expect fewer opportunistic and frivolous inspection demands under Texas law as inspection rights are more restricted for shareholders of a public company like Exodus. Specifically, under the TBOC, a shareholder must hold at least 5% of the outstanding shares of a Texas corporation or have been a holder of shares for at least six months in order to be eligible to make an inspection demand. A publicly traded Texas corporation may also deny inspection demands from shareholders with ongoing or expected litigation involving the corporation or derivative proceedings involving the shareholders or its affiliates.

The Board also considered that the increasing frequency and cost of claims directed towards directors and officers of Delaware corporations has expanded the risk facing directors and officers of public companies in exercising their duties. The Board believes that Texas Redomestication may help the Company attract and retain qualified management and directors by reducing the risk of opportunistic and frivolous lawsuits.

Texas is one of the largest economies in the world and has experienced significant growth and lower regulatory burden compared to other U.S. states in recent years. Texas is also emerging as a digital asset hub, hosting prominent BTC miners (such as Riot Platforms and Marathon Digital) and Tesla and SpaceX’s digital asset treasury operations and supporting the development of the digital asset industry, including by authorizing state-charted banks to offer digital asset custody services, providing a range of incentives to support digital asset miners, including certain tax benefits and workforce training initiatives, and establishing the Texas Strategic Bitcoin Reserve, a state-managed fund that holds Bitcoin as a long-term investment. Further enhancing Texas’ position in the digital asset ecosystem is the Texas Stock Exchange (“TXSE”), a forward-thinking exchange designed for innovative companies in technology and digital asset industries, which may offer long-term listing optionality and help position Exodus to benefit from a market infrastructure that evolves with and supports the digital asset industry. The Board believes that the combination of Texas’ economic strength, business-friendly operating environment and support for the digital asset industry creates opportunities for businesses like Exodus to operate in a more predictable and favorable jurisdiction, with greater potential for investment and growth.

The economic implications of redomesticating from Delaware to Texas are also a critical consideration for Exodus as they directly impact the Company’s financial sustainability and ability to reinvest in innovative digital asset and fintech initiatives. Although the Texas Redomestication is not expected to yield significant tax savings, the Board believes that Texas offers substantial advantages through potential litigation cost reductions, operational efficiencies and alignment with the Company’s growth-oriented business model, which such factors collectively position Texas as a more cost-effective domicile and one that our Board believes will improve our ability to enhance shareholder value in a competitive landscape.

In summary, for the reasons discussed above, the Board believes that the Texas Redomestication is in the best interests of the Company and its stockholders. In the Board’s view, the increased certainty offered by Texas law around corporate decision-making for transactions that the Board or an independent Board committee determines to

be in the best interest of the Company and its stockholders, coupled with an expected reduction in the risk of litigation challenging those transactions (except in the specific circumstances recognized by Texas law), is expected to promote the pursuit of value-enhancing business strategies, help reduce the Company’s exposure to the substantial costs of corporate litigation and enhance stockholder value over the long term.

As also discussed above, the Texas Redomestication could potentially provide us greater flexibility to consider and engage in certain types of corporate transactions that might provide stockholders an opportunity to realize greater value for their shares in the Company that the Board or an independent Board committee determines to be in the best interests of our stockholders. Texas has enacted a statute codifying the business judgment rule to transactions that, under Delaware law, may be subject to judicial review under the entire fairness standard. Although the 2025 DGCL Amendments have the effect of restoring the business judgment rule as the standard of review for corporate acts on transactions involving a controlling stockholder (other than going private transactions) approved by either a special committee of independent and disinterested directors or disinterested stockholders, the application of such standard remains subject to the judicial interpretation of Delaware courts. As a result, the Texas Redomestication may allow the Company to accomplish certain types of transactions with a reduced risk of litigation and/or a court overturning the business decisions of the Board, to the detriment of the Company and its stockholders.

No such transactions potentially implicating the entire fairness standard under Delaware law are currently being discussed or considered by the Board. Accordingly, the Texas Redomestication is not being proposed to prevent a change in control, or as a response to any present attempt known to the Board to acquire control of the Company or obtain representation on the Board. Nevertheless, certain effects of the proposed Texas Redomestication may be considered to have anti-takeover implications by virtue of being subject to Texas law. See “Anti-Takeover Implications of the Texas Redomestication” below for additional information.

Although the Board believes that the Texas Redomestication is in the best interests of the Company and its stockholders, there can be no assurance that the Texas Redomestication will result in all or any of the benefits described in this Information Statement, including the benefits of or resulting from incorporation in Texas or the application of Texas law to the internal affairs of the Company.

The Delaware Court of Chancery and Delaware Supreme Court are highly respected and experienced business courts. Delaware has an extensive body of case law. Trials are before judges who are experts in corporate law and appointed for 12-year terms. Delaware statutory law is regularly updated by the legislature, which meets every year.

By contrast, the Texas Business Court and the Fifteenth Court of Appeals are newly established courts, and it is unclear how the substantive and procedural differences of from typical Texas state courts will fully manifest. In addition, to date Texas case law concerning the application of its statutes and regulations is not as developed as Delaware case law. As a result, the Company and its shareholders may experience less predictability with respect to whether certain corporate decisions or transactions are proper and/or the extent to which shareholders maintain the right to challenge such decisions or transactions, in particular if Texas’ statutes do not provide a clear answer and the Texas Business Court or the Fifteenth Court of Appeals court must make a determination about issues concerning the Company’s governance without clear guidance or precedent.

As described above, the Texas Redomestication will enable the Texas Corporation to adopt a requirement in its certificate of formation or bylaws that shareholders must own up to 3% of the Texas Corporation’s outstanding shares before they can initiate a derivative claim, which would limit the ability for shareholders to bring derivative claims. Shareholders of the Texas Corporation will also have more limited rights to demand an inspection of books and records compared to stockholders of the Delaware Corporation. In addition, Texas has eliminated plaintiff attorney’s fees for disclosure suits. Such limitations may adversely affect a shareholder’s ability to bring a claim for disputes with the Company or its directors, officers or other employees, which may discourage lawsuits against the Company and its directors, officers and other employees.

The Company may in the future elect to require a shareholder or group seeking to submit a shareholder proposal to satisfy the heightened requirements of TBOC Section 21.373, which provides that a shareholder or group must:

(i) beneficially own at least $1 million in shares or 3% of a company’s voting shares; (ii) hold such shares for at least six months prior to the shareholder meeting; (iii) continue holding such shares through the duration of the meeting; and (iv) solicit holders representing at least 67% of the voting power of shares entitled to vote. These heightened requirements apply to proposals on any matter to be submitted to shareholders for approval at a meeting of shareholders, including proposals submitted under Exchange Act Rule 14a-8 and floor proposals under advance notice bylaws, other than director nominations and procedural resolutions that are ancillary to the conduct of the meeting. The heightened requirements are only applicable if, as required by Texas law, the Company’s principal office is moved to Texas or if the Company is admitted on a stock exchange (a) with its principal office in Texas or (b) that has been approved by the securities commissioner of the State of Texas.

The Texas Bylaws provide that, to the fullest extent permitted by law, the Texas Business Court in the Eleventh Division of the Texas Business Court will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Texas Corporation; (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director, shareholder, officer or other employee of the Texas Corporation to the Texas Corporation or Texas Corporation’s shareholders; (iii) any action asserting a claim against the Texas Corporation or any current or former director, officer or other employee of the Company arising pursuant to any provision of the TBOC, the Texas Charter or Texas Bylaws (as each may be amended from time to time); (iv) any action asserting an “internal entity claim” (as defined in Section 2.115 of the TBOC) or (vi) any other action or proceeding in which the Texas Business Court has jurisdiction. This exclusive forum provision does not apply to claims as to which the Texas Business Court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), claims that are vested in the exclusive jurisdiction of a court or forum other than the Texas Business Court, or claims for which the Texas Business Court does not have subject matter jurisdiction.

In addition, the Texas Bylaws provide that the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”).

We have incurred and will incur certain costs in connection with the Texas Redomestication, including certain filing fees and legal and other transaction costs. We believe a majority of these costs have already been incurred or will be incurred in connection with the delivery of this Information Statement to stockholders regardless of whether the Texas Redomestication is ultimately completed, except for any litigation related expenses that may arise, which we cannot predict. Many of the expenses that will be incurred and other potential transaction costs are difficult to accurately estimate at the present time, and additional unanticipated costs may be incurred in connection with the Texas Redomestication.

It is also possible that the Texas Redomestication, regardless of merit, results in additional litigation, with additional expense, distraction and time of the Company and management to address such litigation. Further, if a court determines that any such litigation has merit, we may be required to pay substantial monetary damages or attorneys’ fees.

The Texas Redomestication will effect a change in the legal domicile of the Company and other changes, the most significant of which are described below. Following the Texas Redomestication, the Company will be governed by the TBOC instead of the DGCL, and the Company will be governed by the Texas Charter and Texas Bylaws. The Delaware Charter and the Delaware Bylaws will no longer be applicable following completion of the Texas Redomestication.

The summaries below do not purport to be complete and are subject to, and qualified in their entirety by reference to, the TBOC, the Texas Charter, the Texas Bylaws, the DGCL, the Delaware Charter and Delaware Bylaws, which you should carefully read, together with this entire document and the other referenced documents for a more complete understanding of the differences between being a stockholder of the Delaware Corporation before the Texas Redomestication and being a shareholder of the Texas Corporation following the completion of the Texas

Redomestication. Copies of the Texas Charter, the Texas Bylaws, the Delaware Charter, the Delaware Bylaws and the form of certificate of amendment to effect the proposed Charter Amendment described in Action 1 are included Annex C, Annex D, Annex E, Annex F and Annex A, respectively, to this Information Statement.

The Texas Charter and Texas Bylaws differ in many respects from the Delaware Charter and Delaware Bylaws. The differences between the rights of stockholders of the Delaware Corporation under the Delaware Charter and Delaware Bylaws and their rights as shareholders of the Texas Corporation immediately after the Texas Redomestication under the Texas Charter and Texas Bylaws are summarized below.

The rights of our stockholders are currently governed by the DGCL, the Delaware Charter and the Delaware Bylaws. Following completion of the Texas Redomestication, the rights of the Company’s shareholders will be governed by the TBOC, the Texas Charter and the Texas Bylaws. The statutory corporate laws of Texas, as governed by the TBOC, are similar in many respects to those of Delaware, as governed by the DGCL. However, there are certain differences that may affect your rights as a stockholder of the Company, as well as the corporate governance of the Company. The following are brief summaries of material differences between the current rights of stockholders of the Delaware Corporation under the DGCL and the rights of shareholders of the Texas Corporation following completion of the Texas Redomestication under the TBOC. This section does not provide a complete description of all differences among such rights, nor does it include a complete description of such rights.

Under both Delaware and Texas law, stockholders must approve an increase or decrease in the number of authorized shares in accordance with the provisions of the applicable statutes. However, the DGCL provides that if the increase in the number of authorized shares is in connection with a forward stock split (up to an amount proportionate to the

subdivision), no stockholder approval is required provided that the corporation only has one class of stock outstanding and such class is not divided into series (unless stockholder approval is expressly required by the certificate of incorporation). The TBOC allows forward or reverse stock splits without the need for shareholder approval, so long as (i) the corporation only has one class of stock outstanding and such class is not divided into series and (ii) the primary purpose of such forward or reverse split is to maintain listing eligibility on a national securities exchange.

The Delaware Charter and the Texas Charter both state that an affirmative vote of the holders of a majority of the total voting power represented by the outstanding capital stock voting together as a single class for any increase or decrease in shares of capital stock. However, the application of these provisions in the Delaware Charter and Texas Charter differ under Delaware law and Texas law, respectively, as discussed below.

Under Delaware law, before the time Class B Stockholders cease to have voting control over shares representing a majority of the total voting power of the Delaware Corporation’s outstanding capital stock, an amendment to increase or decrease the authorized number of shares of Class A Common Stock or an amendment to effect a reverse split of shares of a class of Class A Common Stock may be approved by the holders of a majority of the votes cast on the amendment (rather than a majority of the outstanding shares entitled to vote thereon) in circumstances where the shares of Class A Common Stock are listed on a national securities exchange immediately before any such amendment becomes effective and meet the listing requirements of such national securities exchange relating to the minimum number of holders immediately after such amendment becomes effective. Under Delaware law, after the time the Class B Stockholders cease to have voting control over shares representing a majority of the total voting power of the Delaware Corporation’s outstanding capital stock, any amendment to the Delaware Charter, including any amendment to increase or decrease the authorized shares of a class of stock or a reverse stock split, requires the affirmative vote of the holders of 66 2/3% of the voting power of the then outstanding voting securities of the Delaware Corporation, voting together as a single class, in addition to any other vote required by law or the Delaware Charter.

Under the Texas law, before the time Class B Stockholders cease to have voting control over shares representing a majority of the total voting power of the Texas Corporation’s outstanding capital stock, an amendment to increase or decrease the authorized number of shares of Class A Common Stock or an amendment to effect a reverse split of shares of a class of Class A Common Stock may be approved by the holders of a majority of the total voting power represented by the outstanding capital stock voting. Under Texas law, after the time the Class B Stockholders cease to have voting control over shares representing a majority of the total voting power of the Texas Corporation’s outstanding capital stock, any amendment to the Texas Charter, including any amendment to increase or decrease the authorized shares of a class of stock or a reverse stock split, requires the affirmative vote of the holders of 66 2/3% of the voting power of the then outstanding voting securities of the Texas Corporation, voting together as a single class, in addition to any other vote required by law or the Texas Charter.

The DGCL permits any Delaware corporation to classify its board of directors into as many as three classes with staggered terms of office. If this is done, the stockholders elect only one class of directors each year and the directors in each class are elected to a term of three years. Similarly, the TBOC permits any Texas corporation to classify its board of directors into two or three classes, with each group containing the same or a similar number of directors as each other class and staggered terms of office.

The Delaware Charter and the Texas Charter both provide for a board of directors classified into three classes effective as of the first date on which the holders of Class B Common Stock, collectively, cease to have voting control over shares representing at least a majority of the total voting power of outstanding capital stock of the Delaware Corporation and Texas Corporation, respectively.

Cumulative voting for directors entitles each stockholder to cast a number of votes that is equal to the number of voting shares held by such stockholder, multiplied by the number of directors to be elected, and to cast all such votes for one nominee or distribute such votes among up to as many candidates as there are positions to be filled. Cumulative voting may enable a minority stockholder or group of stockholders to elect at least one representative to the board of directors where such stockholders would not be able to elect any directors without cumulative voting.

Although the DGCL does not generally grant stockholders cumulative voting rights, a Delaware corporation may provide in its certificate of incorporation for cumulative voting in the election of directors. The TBOC also permits any Texas corporation to provide in its certificate of formation the right to cumulative voting in the election of directors if certain procedures are followed.

The Delaware Charter does not provide for cumulative voting in the election of directors. Similarly, the Texas Charter does not provide for cumulative voting.

Under the DGCL, unless otherwise provided in the certificate of incorporation or bylaws: (1) vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director; and (2) whenever the holders of any class or classes of stock or series thereof are entitled to elect 1 or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. The term of a director elected to fill a vacancy occurring in the board of directors is the unexpired term of the director’s predecessor in office.

Under the TBOC, except as provided below with respect to class voting, vacancies may be filled by the affirmative vote of the majority of the remaining directors, even if less than a quorum, or by the election at an annual or special meeting of shareholders called for that purpose. The term of a director elected to fill a vacancy occurring in the board of directors is the unexpired term of the director’s predecessor in office.

Under the TBOC, except as provided below with respect to class voting, a directorship to be filled because of an increase in the number of directors may be filled by the shareholders or by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders. Under the TBOC, the board of directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Unless otherwise authorized by a Texas corporation’s certificate of formation, vacancies on the board of directors, including those resulting from any increase in the authorized number of directors, that the certificate of formation entitles the holders of a class or series of shares or group of classes or series of shares to elect may be filled only: (1) by the affirmative vote of the majority of the directors then in office elected by the class, series, or group; (2) by the sole remaining director elected in that manner; or (3) by the affirmative vote of the holders of the outstanding shares of the class, series, or group. Any director so appointed will hold office for the remainder of the term of the director no longer on the board.

Under the DGCL, the holders of a majority in voting power of the issued and outstanding stock entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is divided into classes or (ii) the corporation has cumulative voting. Where the board is divided into classes, directors may be removed only for cause unless the certificate of incorporation provides otherwise. The Delaware Charter provides that, effective as of the first date on which the holders of Class B Common Stock, collectively, cease to have voting control over shares representing at least a majority of the total voting power of outstanding capital stock of the Delaware Corporation, the Board will be classified and stockholders may remove directors only for cause and only with the vote of 66 2/3% of the voting power of the then outstanding voting securities of the Delaware Corporation, voting together as a single class.

The TBOC provides that in the absence of a provision for removal in the certificate of formation or bylaws, a director may be removed from office, with or without cause, by the persons entitled to elect, designate, or appoint the director. If the director was elected to office, removal requires an affirmative vote equal to the majority of shareholders entitled to vote at an election of the director or directors. The Texas Charter provides that, effective as of the first date on which the holders of Class B Common Stock, collectively, cease to have voting control over shares representing at least a majority of the total voting power of outstanding capital stock of the Texas Corporation, the Board will be classified and stockholders may remove directors only for cause and only with the vote of 66 2/3% of the voting power of the then outstanding voting securities of the Texas Corporation, voting together as a single class.

Texas, like most jurisdictions, requires that directors and officers of Texas corporations exercise their powers in good faith and with a view to the interests of the corporation. In Texas, fiduciary duties are generally developed by case law. Directors and officers owe fiduciary duties of loyalty, care and obedience (i.e., duty to follow the law) to the corporation. A director can rely (unless the director knows reliance is unwarranted) in good faith and with ordinary care on information, opinions, reports, including financial statements and other financial data, concerning a domestic entity or another person prepared or presented by: officers, employees, legal counsel, certified public accountants, investment bankers, a person reasonably believed to have professional expertise in the matter and board members of a committee of which the director is not a member.

Texas has codified the business judgment rule, providing statutory protection of corporate directors and officers from liability for decisions made in good faith and with due care, provided they are not self-dealing and do not involve fraud. The statute imposes pleading requirements on those seeking to challenge actions taken by management, it mandates that no cause of action may be brought against such a corporation’s directors or officers based on any alleged act or omission unless the claimant proves that the act or omission constituted a breach of the person’s fiduciary duties involving fraud, intentional misconduct, an ultra vires act, or a knowing violation of law. It further requires that the claimant plead with particularity the circumstances constituting the fraud, intentional misconduct, ultra vires act, or knowing violation of law. In addition, all directors and officers are entitled to a presumption that their actions or omissions on behalf of the corporation were made in good faith, on an informed basis, in furtherance of the interests of the corporation, and in obedience to the law and the corporation’s governing documents.

Under Delaware law, directors owe fiduciary duties of care and loyalty to the corporation and its stockholders. Actions of the board are generally entitled to the presumption of the business judgment rule, which is a presumption that the directors acted in good faith, on a fully informed basis and in the best interests of the corporation and its stockholders. The business judgment rule has not been codified in Delaware but is instead a common law presumption that generally may be rebutted through a showing that a decision was not approved by a majority of disinterested and independent directors. In addition, the business judgment rule may not apply with respect to certain other transactions in which a controlling stockholder or control group has interests that are different from or in addition to the interests of the corporation and its stockholders generally.

Under Delaware law, members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.

Although Delaware law does not codify the business judgment rule, Section 144 of the DGCL sets forth procedures regarding the approval of transactions in which directors, officers, controlling stockholders or members of a control group may have a unique interest that, if followed, would have the effect of restoring the presumption of the business judgment rule.

The DGCL provides that the certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all “internal corporate claims” (which generally means claims, including claims in the right of the corporation, that are based upon a violation of a duty by director or officer or a stockholder that owes duties as such, or as to which the DGCL confers jurisdiction upon the Court of Chancery, must be brought exclusively in the courts in Delaware. The DGCL provides that no provision of the certificate of incorporation may prohibit bringing internal corporate claims in the courts in Delaware.

The DGCL also provides that the certificate of incorporation and bylaws may require stockholders, when acting in their capacity as stockholders or in the right of the corporation, to bring intra-corporate claims (which are generally those that are not internal corporate claims but relate to the business of the corporation, the conduct of its affairs or the rights or power of stockholders, directors or officers) in one or more prescribed forums or venues, provided the provision allows a stockholder to bring such claims in at least one court in Delaware that has jurisdiction over such claims.

As the DGCL expressly provides that no provision of the certificate of incorporation or bylaws may prohibit internal corporate claims from being brought in the courts in Delaware and that a provision of the certificate of incorporation or bylaws selecting a forum for intra-corporate claims must allow a stockholder to bring intra-corporate claims in at least one court in Delaware, a Delaware corporation may not through a provision of its certificate of incorporation mandate that internal corporate claims or intra-corporate claims, including any such claims arising under the federal securities laws, be brought exclusively in a court other than one or more of the courts in Delaware or be resolved exclusively through arbitration. The DGCL also provides that the certificate of incorporation and bylaws may not impose liability for the attorneys’ fees of the corporation or any other party in connection with internal corporate claims or intra-corporate claims.

The TBOC provides that the certificate of formation or bylaws of a Texas corporation, consistent with state and federal jurisdictional requirements, may provide that any “internal entity claim” (generally defined as a claim of any nature, including a derivative claim in the right of the corporation, that is based on, arises from, or relates to the internal affairs of the corporation) must be brought only in a court in Texas and that one or more courts in Texas having jurisdiction must serve as the exclusive forum and venue for any internal entity claims. The TBOC does not address exclusive forum provisions in the certificate of formation or bylaws that are applicable to claims other than internal entity claims.

Texas provides directors with more discretion than Delaware in making corporate decisions, including decisions made in takeover situations. Texas law emphasizes that directors must act in good faith, with due care, and in the best interests of the corporation and its shareholders and the duty to maximize shareholder value in change of control situations is not among the fiduciary duties expressly required under Texas case law.

The DGCL does not provide a list of statutory factors that corporate directors and officers may consider in making decisions. Instead, in a number of cases and in certain situations, the Delaware courts have stated that directors owe a duty to stockholders to the exclusion of other interests. Thus, in a sale of control, directors have been held to owe a duty to secure the best transaction reasonably available to stockholders, which has been construed to require the directors to focus on securing the transaction yielding the greatest value, regardless of its effect on other corporate constituencies. In the context of a sale of control, the Delaware courts will not initially apply the business judgment rule to the board’s decisions but will instead assess whether the board took reasonable measures to secure the best transaction reasonably available. In addition, the Delaware courts have initially applied heightened scrutiny to actions taken by boards that impede on a space allotted for stockholder decision-making, including the unilateral adoption of defensive measures designed to prevent, impede or delay a hostile bidder. In those cases, the Delaware courts will evaluate whether the board identified a threat to the corporation or its stockholders and whether the board’s response was reasonable and proportionate to the threat. Thus, the deference afforded to directors of Texas corporations when making business decisions, including in the context of a hostile takeover, is significantly greater than that afforded to directors of Delaware corporations. In light of current Texas case law, our Board will have greater discretion in determining the factors it deems appropriate to consider when making corporate decisions than they currently have under Delaware law.

Under the DGCL, except for corporations that have opted to become public benefit corporations, directors of Delaware corporations do not have any express statutory authority to consider constituencies beyond stockholders when discharging their fiduciary duties. Delaware case law provides that fiduciary duties generally require directors to seek to maximize the value of the corporation for the long-term benefit of the stockholders and that directors can consider the interests of other constituencies so long as doing so serves the ultimate goal of value maximization.

Under the TBOC, in discharging the duties of a director and in considering the best interests of the corporation, a director is entitled to consider the long-term and short-term interests of the corporation and the shareholders of the corporation, including the possibility that those interests may be best served by the continued independence of the corporation.

In discharging the duties of a director or officer under the TBOC or otherwise, a director or officer of a corporation is entitled to consider any social purpose specified in the corporation’s certificate of formation. In addition, the TBOC provides that nothing prohibits or limits a director or officer of a corporation that does not have a social purpose specified as a purpose in the corporation’s certificate of formation from considering, approving, or taking an action that promotes or has the effect of promoting a social, charitable, or environmental purpose.

The TBOC and the DGCL each, by way of statutory provisions or permitted provisions in corporate charter documents, eliminates or limits the personal liability of directors and officers to the corporation or its stockholders for monetary damages for breach of a director’s fiduciary duty, subject to the differences discussed below.

The DGCL permits corporations to adopt charter provisions exculpating directors from monetary liability to the corporation and its stockholders for breaches of the directors’ duty of care, but the statute precludes liability limitation for breach of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct, and for paying dividends or repurchasing stock out of other than lawfully available funds. With respect to a corporation’s most senior officers, namely the chief executive officer, president, chief financial officer, chief operating officer, chief legal officer, controller, treasurer and chief accounting officer, as well as any other persons identified as “named executive officers” in the corporation’s most recent SEC filings or who otherwise consent to jurisdiction under Delaware’s long-arm statute applicable to directors and officers of Delaware corporations, the DGCL authorizes similar limitations of liability, but only in connection with direct claims brought by stockholders, including class actions. The DGCL does not, however, authorize a limitation on liability of officers for breach of fiduciary duty arising out of claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation.

Under the TBOC, a corporation is permitted to provide that a director or officer is not liable, or is liable only to the extent provided by the certificate of formation, to the corporation or its shareholders for monetary damages for an act or omission by the person in the person’s capacity as a director or officer, respectively. The TBOC does not, however, permit any limitation of the liability of a director or officer for: (i) a breach of the duty of loyalty to the corporation or its shareholders; (ii) an act or omission not in good faith that constitutes a breach of duty of the person to the corporation or involves intentional misconduct or a knowing violation of law; (iii) a transaction from which the director or officer obtains an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the person’s duties; or (iv) an act or omission for which the liability of a director or officer is expressly provided by an applicable statute (such as wrongful distributions).

As discussed above, under the statutory business judgment rule protection, the TBOC also provides that for a publicly traded corporation, corporations and their shareholders would not have a cause of action against a director or officer of the corporation a result of any act or failure to act, unless: (i) the presumption of the business judgment rule is rebutted; (ii) the director’s or officer’s act or failure to act constituted a breach of a fiduciary duty; and (iii) such breach involved fraud, intentional misconduct, an ultra vires act, or a knowing violation of law.

The Delaware Charter and the Texas Charter provide for exculpation of directors and officers to the fullest extent permitted by the DGCL and the TBOC, respectively. As described above, the TBOC provides broader protection from personal liability for directors and officers than the DGCL.

The TBOC and the DGCL each have statutory mechanisms that permit corporations to indemnify directors, officers, employees and agents in similar circumstances, subject to the differences discussed below.

In suits that are not brought by or in right of the corporation, the DGCL’s statutory indemnification mechanisms permit a corporation to indemnify current and former directors, officers, employees and agents for attorneys’ fees and other expenses, judgments and amounts paid in settlement that the person actually and reasonably incurred in connection with the action, suit or proceeding. The person seeking indemnity may recover under these statutory provisions as long as they acted in good faith and in a manner the person reasonably believed was in or not opposed to the best interests of the corporation, and in the case of a criminal proceeding, that such person had no reasonable cause to believe their conduct was unlawful. In suits that are brought by or in right of the corporation, the DGCL’s statutory indemnification mechanisms permit a corporation to indemnify its directors, officers, employees or agents for expenses that the person actually and reasonably incurred, except that the corporation may not indemnify the person for any claim, issue or matter as to which the person has been adjudged liable to the corporation unless and only to the extent that the court in which the action or suit was brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses. The DGCL also requires a corporation to indemnify its directors and officers against the expenses they actually and reasonably incur in defending against any action, suit or proceeding for which they may be indemnified if they have been successful on the merits or otherwise in the defense.

Under the TBOC, a corporation is required to indemnify a, director, former director or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a director or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. Under the TBOC, a court may order a corporation to indemnify a director, former director or delegate to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

Under the TBOC, a corporation is permitted to indemnify a director, former director or delegate who was, is, or is threatened to be made a respondent in a proceeding, against judgments and against expenses (other than a judgment) reasonably and actually incurred by the person in connection with a proceeding if the person: (i) acted in good faith; (ii) reasonably believed, in the case of conduct in the person’s official capacity, that the person’s conduct was in the corporation’s best interests, and in any other case, that the person’s conduct was not opposed to the corporation’s best interests; and (iii) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful.

If, however, the person is found liable to the corporation, or is found liable on the basis that he or she received an improper personal benefit, then indemnification under the TBOC is limited to the reimbursement of reasonable expenses actually incurred in connection with the proceeding, and which excludes a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan. Furthermore, no indemnification will be available if the person is found liable for: (i) willful or intentional misconduct in the performance of the person’s duty to the corporation; (ii) breach of the person’s duty of loyalty owed to the corporation; or (iii) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the corporation.

A corporation may indemnify or advance expenses to a person who is not a director, including an officer, employee or agent, as provided by: (a) the corporation’s governing documents; (b) general or specific action of the corporation’s board of directors; (c) resolution of the shareholders; (d) contract; or (e) common law.

The DGCL and TBOC have substantially similar provisions regarding advancement of expenses by a corporation of its officers, directors, employees and agents.

The DGCL provides that expenses incurred by an officer, director, employee or agent of a corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding. In the case of a current director or officer, the advances may be made only upon the corporation’s receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation as authorized under the DGCL. A Delaware corporation has the discretion to decide whether or not to advance such defense expenses, unless its certificate of incorporation or bylaws or any agreement provides for mandatory advancement.

Under the TBOC, a corporation may pay or reimburse reasonable expenses incurred by a present director or delegate who was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the determinations required for permissive indemnification after the corporation receives: (i) a written affirmation by the person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification; and (ii) a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by the TBOC. Similar to Delaware, such advancement of expenses would be discretionary unless the certificate of formation, the bylaws or an agreement made by the corporation requires the corporation to pay such expenses upon receipt of such an undertaking.

The DGCL provides that, unless otherwise restricted by the certificate of incorporation or bylaws, the board of directors may fix the compensation of directors, but it does not otherwise govern the establishment of director compensation or the fairness of director compensation. The TBOC allows compensation to directors in a reasonable amount to the director for the services provided. The Board after the Texas Redomestication will establish the compensation of its directors, as it did before the Texas Redomestication.

Both the DGCL and TBOC provide that, unless the certificate of incorporation or formation or the bylaws provide otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent to the action in writing.

Neither the Delaware Charter or Delaware Bylaws, nor the Texas Charter or Texas Bylaws, limits the type or nature of a board or committee action taken by written consent.

Under the DGCL, unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock, having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders, consent to the action in writing. Under the TBOC, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if (i) all holders of outstanding shares of stock, or (ii) if authorized in the certificate of formation, the holders of outstanding shares of stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of shareholders, consent to the action in writing. Both the DGCL and the TBOC require a corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing.

The DGCL also permits a corporation to restrict or prohibit stockholder action by written consent in lieu of a meeting of stockholders by including such restriction or prohibition in its certificate of incorporation or bylaws. The TBOC requires that shareholders have the right to act by written consent however such written consent can be limited to requiring unanimous written consent of the shareholders to act in lieu of a meeting.

Delaware law is similar to Texas law with respect to dividend payments. Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of the corporation.

Under the TBOC, a distribution is defined as a transfer of cash or other property (except a corporation’s own shares or rights to acquire its shares or a split-up or division of the issued shares of a class of a corporation into a larger number of shares within the same class that does not increase the stated capital of the corporation), or an issuance of debt, by a corporation to its shareholders in the form of: (i) a dividend on any class or series of a corporation’s outstanding shares; (ii) a purchase or redemption, directly or indirectly, of its shares; or (iii) a payment in liquidation of all or a portion of its assets.

Under the TBOC, a corporation may not make a distribution if such distribution violates its certificate of formation, if the corporation’s surplus is less than the amount of the corporation’s stated capital (as determined by the TBOC) or, unless a corporation is in receivership or the distribution is made in connection with the winding up and termination of the corporation, if it either renders the corporation unable to pay its debts as they become due in the course of its business or affairs, or exceeds, depending on the type of distribution, either the net assets or the surplus of the corporation, or, subject to certain exceptions, if the distribution will be made to shareholders of another class or series.

The TBOC and DGCL differ with respect to liability for unlawful distributions. The DGCL provides that directors that willfully or negligently authorized an unlawful dividend or stock repurchase are jointly and severally liable for the full amount of the unlawful dividend or for the full amount unlawfully paid for the repurchase (with interest). By contrast, the TBOC provides that directors consenting to a prohibited distribution are jointly and severally liable only for the amount of the distribution exceeding the permitted amount.

Under the DGCL, a corporation may purchase or redeem shares of any class except when its capital is impaired or would be impaired by such purchase or redemption. A Delaware corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its stock, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares are to be retired and the capital reduced. However, a corporation may not repurchase shares that are redeemable at the option of the corporation for a price greater than that at which they may then be redeemed.

In addition, a Delaware corporation may not effect a repurchase or redemption if doing so would render the corporation insolvent in the sense that its liabilities exceed its assets or it could not pay its debts as they come due, and also may not repurchase or redeem shares if doing so would impair the corporation’s ability to continue as a going concern.

As noted above, under the TBOC, the purchase or redemption by a corporation of its shares constitutes a distribution. Accordingly, the discussion above relating to distributions is applicable to stock redemptions and repurchases.

Both Delaware and Texas law provide certain protections to stockholders in connection with certain business combinations. These protections can be found in Section 203 of the DGCL and TBOC 21.606.

Under Section 203 of the DGCL, certain “business combinations” with “interested stockholders” of the Company are subject to a three-year moratorium unless specified conditions are met. For purposes of Section 203, the term “business combination” is defined broadly to include (i) mergers with or caused by the interested stockholder; (ii) sales or other dispositions to the interested stockholder (except proportionately with the corporation’s other stockholders) of assets of the corporation or a subsidiary equal to 10% or more of the aggregate market value of either the corporation’s consolidated assets or its outstanding stock; (iii) the issuance or transfer by the corporation or a subsidiary of stock of the corporation or such subsidiary to the interested stockholder (except for transfers in a conversion or exchange or a pro rata distribution or certain other transactions, none of which increase the interested stockholder’s proportionate ownership of any class or series of the corporation’s or such subsidiary’s stock); (iv) any transaction involving the corporation or any direct or indirect majority owned subsidiary that has the effect of increasing the proportionate share of the stock of any class or series of the corporation or such subsidiary, except as a result of immaterial changes due to fractional share adjustments or the purchase or redemption of shares not caused directly or indirectly by the interested stockholder, or (v) receipt by the interested stockholder (except proportionately as a stockholder), directly or indirectly, of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or a subsidiary. “Interested stockholder” is generally defined as a person that is directly or indirectly an owner of 15% or more of the outstanding voting stock of a Delaware corporation or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period before the date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person, in each case subject to certain exceptions.

The three-year moratorium imposed on business combinations by Section 203 of the DGCL does not apply if: (i) prior to the time on which such stockholder becomes an interested stockholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested stockholder; (ii) the interested stockholder owns 85% of the corporation’s voting stock upon consummation of the transaction that made him or her an interested stockholder (excluding from the 85% calculation shares owned by directors who are also officers of the target corporation and shares held by employee stock plans that do not permit employees to decide confidentially whether to accept a tender or exchange offer); or (iii) at or after the time on which such stockholder becomes an interested stockholder, the board approves the business combination and it is also approved at a stockholder meeting by at least two-thirds (66 2/3%) of the outstanding voting stock not owned by the interested stockholder.

Under the TBOC, a Texas “issuing public corporation” is generally prohibited from, directly or indirectly, entering into (i) mergers, share exchanges or conversions with an affiliated shareholder or other entity that after such transaction would be an affiliate or associate of an affiliated shareholder, and certain other entities, (ii) sales, leases, exchanges, mortgages, pledges, transfers or other dispositions of assets having an aggregate market value of 10% or more of (a) the aggregate market value of the consolidated assets of such corporation, (b) the aggregate market value of the outstanding voting stock of such corporation or (c) the earning power or net income of such corporation on a consolidated basis, (iii) certain transactions that would result in the issuance or transfer of shares of such corporation

to an affiliated shareholder or an affiliate or associate, (iv) liquidation or dissolution plans or proposals with an affiliated shareholder or an associate or an affiliate of an associate of an affiliated shareholder, (v) certain transactions, including reclassifications of securities or other share distributions or recapitalizations, that have the effect, directly or indirectly, of increasing the proportionate ownership percentage of the outstanding shares of a class or series of voting shares or securities convertible into voting shares of the issuing public corporation that is beneficially owned by the affiliated shareholder or an affiliate or associate of the affiliated shareholder, except as a result of immaterial changes due to fractional share adjustments or (vi) loans, advances, guarantees, pledges, or other financial assistance or a tax credit or other tax advantages the recipient of which is an affiliated shareholder or an affiliate or associate of an affiliated shareholder, in each case, with an “affiliated shareholder” or any affiliate or associate of the “affiliated shareholder” for a period of three years after the date the shareholder obtained “affiliated shareholder” status. “Affiliated shareholder” is generally broadly defined as a person who beneficially owns (or has owned within the preceding three-year period) 20% or more of the outstanding voting stock of an issuing public corporation. “Issuing public corporation” means a Texas corporation that has: (i) 100 or more shareholders of record as shown by the share transfer records of the corporation; (ii) a class or series of the corporation’s voting shares registered under the Exchange Act, as amended; or (iii) a class or series of the corporation’s voting shares qualified for trading on a national securities exchange.

The TBOC provides an exception to this prohibition if: (i) the board of directors of the corporation approves the transaction or the acquisition of shares by the affiliated shareholder prior to the affiliated shareholder becoming an affiliated shareholder; or (ii) the holders of at least two-thirds of the outstanding voting shares not beneficially owned by the affiliated shareholder or an affiliate or associate of the affiliated shareholder approve the transaction at a meeting held no earlier than six months after the shareholder acquires such ownership. The TBOC expressly provides that the foregoing shareholder approval may not be by written consent.

Corporations are entitled to opt out of the business combination provisions of the DGCL and TBOC. The Delaware Corporation has opted out of the business combination provisions of Section 203 of the DGCL under the Delaware Charter, and the Texas Corporation will opt out of the business combination provisions of TBOC 21.606 under the Texas Charter.

Under the DGCL, unless the certificate of incorporation specifies a greater or additional vote, a merger of the corporation (with limited exceptions), a consolidation involving the corporation, a sale, lease or exchange of all or substantially all of the assets of the corporation, a conversion of the corporation to another entity, a domestication of the corporation to a non-U.S. jurisdiction, or a dissolution of the corporation must be approved by the holders of at least a majority in voting power of the outstanding shares entitled to vote on the transaction. The corporation’s board of directors must also approve such transaction.

Under the TBOC, unless otherwise provided for in the TBOC or the certificate of formation of a corporation, shareholders holding at least two-thirds of the outstanding shares of a class entitled to vote on the matter must typically approve fundamental business transactions such as: (1) a merger; (2) an interest exchange; (3) a conversion; or (4) a sale of all or substantially all of the corporation’s assets that is not made in the usual and regular course of the corporation’s business. The certificate of formation can provide for a different threshold of approval, but not less than a majority of the outstanding shares entitled to vote on the transaction.

In Texas, the TBOC defines “a sale of all of substantially all of the assets” as the sale, lease, exchange, or other disposition, other than a pledge, mortgage, deed of trust, or trust indenture unless otherwise provided by the certificate of formation, of all or substantially all of the property and assets of a domestic corporation that is not made in the usual and regular course of the corporation’s business without regard to whether the disposition is made with the goodwill of the business, subject to certain exceptions, including a transaction that results in the corporation directly or indirectly continuing to engage in one or more activities or applying a portion of the consideration received in connection with the transaction to the conduct of an activity that the corporation engages in after the transaction. The DGCL does not define the phrase “all or substantially all of the assets.”

The DGCL and TBOC have substantially similar provisions with respect to approval by stockholders of a surviving corporation in a merger meeting specified criteria. The DGCL does not require a stockholder vote of a constituent corporation in a merger (unless the corporation provides otherwise in its certificate of incorporation) if (i) the plan of merger does not amend the existing certificate of incorporation, (ii) each share of stock of such constituent corporation outstanding immediately before the effective date of the merger is an identical outstanding share after the

effective date of merger and (iii) either no shares of the common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or treasury shares of the common stock of the surviving corporation to be issued or delivered under the plan of merger, plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan, do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective date of the merger. The TBOC does not require a stockholder vote of the surviving corporation in a merger under substantially similar circumstances.

In both jurisdictions, dissenting stockholders of a corporation engaged in certain major corporate transactions are entitled to appraisal rights. Appraisal or dissenter’s rights permit a stockholder to receive cash generally equal to the fair value of the stockholder’s shares (as determined by agreement of the parties or by a court) in lieu of the consideration such stockholder would otherwise receive in any such transaction.

Under Section 262 of the DGCL, appraisal rights are generally available to the holders of shares of any class or series of stock of a Delaware corporation in a merger, consolidation, conversion or domestication, provided that no appraisal rights are available with respect to shares of any class or series of stock if, at the record date for the meeting held to approve such transaction, such shares of stock, or depositary receipts in respect thereof, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders of record, unless the stockholders are required to receive anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is listed on a national securities exchange or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing. Under the DGCL, a corporation may provide in its certificate of incorporation that appraisal rights will be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, a sale of all or substantially all of its assets, or any merger, consolidation, conversion or domestication. The Delaware Charter and Delaware Bylaws do not provide for appraisal rights in addition to those provided by the DGCL.

Section 262 of the DGCL allows beneficial owners of shares to file a petition for appraisal without the need to name a nominee holding such shares on behalf of such owner as a nominal plaintiff and provides procedures for stockholders and beneficial owners who have not filed an appraisal petition to withdraw from the appraisal process and accept the terms offered in the merger, consolidation, conversion or domestication.

Under the TBOC, except for the limited classes of mergers, consolidations, sales and asset dispositions for which no shareholder approval is required under Texas law, shareholders of Texas corporations with voting rights have dissenters’ rights in the event of a merger, consolidation, interest exchange, conversion, sale, lease, exchange or other disposition of all, or substantially all, the property and assets of the corporation. However, a shareholder of a Texas corporation has no dissenters’ rights with respect to any plan of merger or conversion in which there is a single surviving or new domestic or foreign corporation, or with respect to any plan of exchange, if: (i) the ownership interest, or a depository receipt in respect of the ownership interest, held by the owner is part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are, on the record date set for purposes of determining which owners are entitled to vote on the plan of merger, conversion, or exchange, as appropriate: (a) listed on a national securities exchange, or (b) held of record by at least 2,000 owners, (ii) the owner is not required by the terms of the plan of merger, conversion, or exchange, as appropriate, to accept for the owner’s ownership interest any consideration that is different from the consideration to be provided to any other holder of an ownership interest of the same class or series as the ownership interest held by the owner, other than cash instead of fractional shares or interests the owner would otherwise be entitled to receive, and (iii) the owner is not required by the terms of the plan of merger, conversion, or exchange, as appropriate, to accept for the owner’s ownership interest any consideration other than: (a) ownership interests, or depository receipts in respect of ownership interests, of another entity of the same general organizational type that, immediately after the effective date of the merger, conversion, or exchange, as appropriate, will be part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are: (i) listed on a national securities exchange or authorized for listing on the exchange on official notice of issuance, or (ii) held of record by at least 2,000 owners, (b) cash instead of fractional ownership interests the owner would otherwise be entitled to receive, or (c) any combination of the ownership interests and cash above. As with the Delaware Charter and the Delaware Bylaws, the Texas Charter and Texas Bylaws do not provide for dissenter’s rights in addition to those provided by the TBOC.

The mechanics and timing procedures vary somewhat between Delaware and Texas, but both require technical compliance with specific notice and payment protocols.

The DGCL permits special meetings of stockholders to be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting. The TBOC permits special meetings of shareholders to be called (i) the president, the board of directors, or any other person authorized to call special meetings by the certificate of formation or bylaws of the corporation; or (ii) the holders of the percentage of shares specified in the certificate of formation, not to exceed 50% of the shares entitled to vote or, if no percentage is specified, at least 10% of all of the shares of the corporation entitled to vote at the proposed special meeting.

The DGCL provides that a director or a stockholder of a corporation may apply to the Court of Chancery of Delaware to compel the corporation to hold an annual meeting for the election of directors if the corporation has failed to hold an annual meeting (or to have provided for the election of directors by written consent in lieu of a meeting in accordance with the DGCL) for a period of 30 days after the date designated for the annual meeting in the certificate of incorporation or bylaws or, if there is no date designated, within 13 months after the last annual meeting.

Under the TBOC, a shareholder who has previously submitted a written request to the corporation that an annual meeting be held may apply to the court in the county in which the principal executive office of the corporation is located may order a meeting to be held if the annual meeting is not held or written consent instead of the annual meeting is not executed within any 13-month period.

The DGCL provides that a corporation may adjourn a meeting of stockholders and transact at the adjourned meeting any business that might have been transacted at the original meeting. Unless the certificate of incorporation or bylaws otherwise require, notice of an adjourned meeting need not be given if the time and place of the adjourned meeting are announced at the meeting. If, however, the adjournment is for more than 30 days, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote at the meeting is fixed for the adjourned meeting, the board must fix a record date for stockholders entitled to notice of the meeting and must give notice to each stockholder entitled to vote at the meeting as of the record date fixed for the notice of the meeting.

Under the TBOC, unless the certificate of formation or bylaws provide otherwise, a meeting of shareholders may be adjourned due to lack of quorum until the time and to the place as may be determined by a vote of the holders of the majority of the shares who are present or represented by proxy at the meeting. The TBOC does not have a specific provision on the notice for an adjourned meeting or the business that may be transacted at an adjourned meeting. Under the TBOC, the only business that may be conducted at a special meeting of the shareholders is business that is within the purpose or purposes described in the notice.

Under the DGCL, a proxy executed by a stockholder will remain valid for a period of three years, unless the proxy provides for a longer period. Under the TBOC, a proxy is effective only for a period of 11 months, unless otherwise provided in the proxy.

The DGCL provides that, subject to the provisions of the DGCL requiring a vote for a specified action, the certificate of incorporation and bylaws may establish quorum and voting requirements, but in no event shall a quorum consist of less than one-third in voting power of the shares entitled to vote. If the certificate of incorporation and bylaws are silent as to specific quorum and voting requirements: (a) a majority in voting power of the shares entitled to vote will constitute a quorum at a meeting of stockholders; (b) in all matters other than the election of directors (and any other matter on which the DGCL prescribes a minimum vote), the affirmative vote of the majority in voting power of shares present at the meeting and entitled to vote on the subject matter shall be the act of the stockholders; (c) directors shall

be elected by a plurality of the votes of the shares present at the meeting and entitled to vote on the election of directors; and (d) where a separate vote by a class or series (or classes or series) is required, a majority in voting power of the outstanding shares of such class or series (or classes or series) shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority in voting power of shares of such class or series (or classes or series) present at the meeting shall be the act of such class or series (or classes or series). A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors may not be further amended or repealed by the board.

Under the TBOC, subject to the following sentence, the holders of the majority of the shares entitled to vote at a meeting of the shareholders of a Texas corporation that are present or represented by proxy at the meeting are a quorum for the consideration of a matter to be presented at that meeting. The certificate of formation of a corporation may provide that a quorum is present only if: (i) the holders of a specified portion of the shares that is greater than the majority of the shares entitled to vote are represented at the meeting in person or by proxy; or (ii) the holders of a specified portion of the shares that is less than the majority but not less than one-third of the shares entitled to vote are represented at the meeting in person or by proxy.

The certificate of formation or bylaws of a corporation may provide that a director of a corporation shall be elected only if the director receives: (i) the vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote in the election of directors; (ii) the vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote in the election of directors and represented in person or by proxy at a meeting of shareholders at which a quorum is present; or (iii) the vote of the holders of a specified portion, but not less than the majority, of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. If no standard is specified, directors of a corporation shall be elected by a plurality of the votes cast.

Subject to the following sentence, with respect to a matter other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBOC, the affirmative vote of the holders of the majority of the shares entitled to vote on, and who voted for, against, or expressly abstained with respect to, the matter at a shareholders’ meeting of a corporation at which a quorum is present is the act of the shareholders. With respect to a matter other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBOC, the certificate of formation or bylaws of a corporation may provide that the act of the shareholders of the corporation is: (i) the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on that matter; (ii) the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on that matter and represented in person or by proxy at a shareholders’ meeting at which a quorum is present; (iii) the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on, and who voted for or against, the matter at a shareholders’ meeting at which a quorum is present; or (iv) the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on, and who voted for, against, or expressly abstained with respect to, the matter at a shareholders’ meeting at which a quorum is present.

Under the DGCL, stockholders of a Delaware corporation entitled to vote have the right to amend, repeal or adopt the bylaws. If a Delaware corporation’s certificate of incorporation so provides, the Delaware corporation’s board of directors may also have the right to amend, repeal or adopt the bylaws.

Under the TBOC, the board of directors may amend, repeal or adopt a Texas corporation’s bylaws. However, the shareholders may amend, repeal or adopt bylaws even if the directors also have that power, unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise, and a Texas corporation’s certificate of formation may wholly or partly reserve the power to amend, repeal or adopt bylaws exclusively to the shareholders. Similarly, the shareholders, in amending, repealing or adopting a particular bylaw, may expressly provide that the board of directors may not amend, readopt or repeal that bylaw.

Under the DGCL, subject to limited exceptions, an amendment to the certificate of incorporation must be approved by (i) the board of directors and (ii) the holders of a majority in voting power of a Delaware corporation’s outstanding stock entitled to vote thereon and by the holders of a majority of each class entitled to vote on the amendment as a

class, unless the certificate of incorporation provides for a greater or additional vote. Whether or not entitled to vote by the certificate of incorporation, the holders of the outstanding shares of a class are entitled to vote as a class on a proposed amendment, if the amendment would (i) increase or decrease the authorized number of shares of such class; (ii) increase or decrease the par value of the shares of such class; or (iii) alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. However, the DGCL permits corporations to provide in their certificate of incorporation that no separate vote of the holders of a class shall be required to authorize an amendment to increase or decrease the authorized number of shares of such class and that any such amendment may be approved by a majority in voting power of the holders of stock entitled vote.

In addition, unless otherwise expressly required by the certificate of incorporation: (i) no meeting or vote of stockholders is required to adopt an amendment that reclassifies by subdividing the issued shares of a class of stock into a greater number of issued shares of the same class of stock (and, in connection therewith, such amendment may increase the number of authorized shares of such class of stock up to an amount proportionate to the subdivision), provided the corporation has only one class of stock outstanding and such class is not divided into series; and (ii) an amendment to increase or decrease the authorized number of shares of a class of capital stock or an amendment to reclassify by combining the issued shares of a class of capital stock into a lesser number of issued shares of the same class of stock may be made and effected, without obtaining the vote or votes of stockholders otherwise required if: (a) the shares of such class are listed on a national securities exchange immediately before such amendment becomes effective and meet the listing requirements of such national securities exchange relating to the minimum number of holders immediately after such amendment becomes effective, (b) at a properly called meeting, a vote of the stockholders entitled to vote thereon, voting as a single class, is taken for and against the proposed amendment, and the votes cast for the amendment exceed the votes cast against the amendment, and (c) if the amendment increases or decreases the authorized number of shares of a class of capital stock for which no provision in the certificate of incorporation has been made to “opt out” of the separate class vote otherwise required by the DGCL to approve an increase or decrease to the authorized shares of the class, the votes cast for the amendment by the holders of such class exceed the votes cast against the amendment by the holders of such class.

Under the TBOC, subject to limited exceptions, an amendment to the certificate of formation requires the approval of (i) the board of directors and (ii) the holders of at least two-thirds of the outstanding shares of the Texas corporation entitled to vote thereon, unless a different threshold, not less than a majority of the outstanding shares entitled to vote thereon, is specified in the certificate of formation. If a class or series of shares is entitled to vote as a class or series on an amendment to the certificate of formation, the affirmative vote of the holders of at least two-thirds (unless a different threshold, not less than a majority, is specified in the certificate of formation) of the outstanding shares in each such class or series of shares entitled to vote on the amendment as a class or series is also required to approve an amendment to the certificate of formation, although the TBOC allows corporations to provide in their certificate of formation that all shares vote as a single class for such an amendment. In addition, the TBOC allows corporations to provide in their certificate of formation that no separate class vote(s) shall be required to increase or decrease the aggregate number of authorized shares of a class, in which case a share increase/decrease amendment would instead be approved by the holders of a majority of all outstanding shares entitled to vote thereon, voting together as a single class.

Under Delaware court rules and case law, in order for a stockholder to commence a derivative action on behalf of the corporation, the stockholder must: (1) make a demand on the company’s board of directors; or (2) show that demand would be futile. Demand will be deemed futile if at least half the members of the board: (1) received a material personal benefit from the alleged misconduct that is the subject of the litigation demand; (2) faces a substantial likelihood of liability on any of the claims that would be the subject of the litigation demand; and (3) lacks independence from someone who received a material personal benefit from the alleged misconduct that would be the subject of the litigation demand or who would face a substantial likelihood of liability on any of the claims that are the subject of the litigation demand.

Under the TBOC, the focus is on harm to the corporation rather than the Delaware standard of futility. A shareholder may not institute a derivative proceeding until the 91^st day after the date a written demand is filed with the corporation stating with particularity the act, omission, or other matter that is the subject of the claim or challenge and requesting that the corporation take suitable action. The waiting period is not required or, if applicable, shall terminate if: (1) the shareholder has been notified that the demand has been rejected by the corporation; (2) the corporation is suffering irreparable injury; or (3) irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.

The DGCL grants any stockholder or beneficial owner of shares the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the certificate of incorporation, bylaws, minutes and signed consents of stockholder meetings, formal communications to stockholders as a whole, minutes and resolutions of the board and committees, materials provided to the board and committees, annual financial statements, agreements under Section 122(18) of the DGCL (i.e., agreements between the corporation and stockholders or prospective stockholders that confer specified governance and other rights), and director independence questionnaires within three years of the demand for a proper purpose. In the event that the corporation does not have specified books and records, including minutes of board and committee meetings, actions of board or any committee, financial statements and (in the case of a public company) director and officer independence questionnaires, the Court of Chancery may order the production of additional corporate records necessary and essential for the stockholder’s proper purpose. A court may also order the production of records in addition to those described above if the stockholder has made a showing of a compelling need for an inspection to further the stockholder’s purpose and the stockholder has demonstrated by clear and convincing evidence that the specific records are necessary and essential to the purpose. A stockholder demand must describe its proper purpose and the records it seeks with reasonable particularity. A proper purpose is one reasonably related to such person’s interest as a stockholder. Information from books and records obtained by a stockholder from a production under Section 220 will be deemed to be incorporated by reference into any complaint filed by or at the direction of a stockholder on the basis of information obtained through a demand for books and records.

Under the TBOC, a shareholder may inspect a Texas corporation’s books and records during normal business hours upon written demand stating a proper purpose if such shareholder holds at least 5% of the outstanding shares of stock of the Texas corporation or has been a holder of shares for at least six months prior to such demand. If a Texas corporation refuses to allow a person to examine and make copies of account records, minutes, and share transfer records under the TBOC, the Texas corporation is liable to the shareholder for any cost or expense, including attorney’s fees, incurred in enforcing the shareholder’s rights under the TBOC to examine such materials. A Texas corporation may defend against an inspection action by establishing that the shareholder: (i) has sold or offered for sale, or has aided or abetted a person in procuring a list of shareholders or of holders of voting trust certificates for the purpose of selling, a list of shareholders or of holders of voting trust certificates for shares of the Texas corporation or any other corporation within the two years preceding the date the action is brought; (ii) has improperly used information obtained through prior examination of the books, account records, minutes, or share transfer records of the corporation or any other corporation; or (iii) was not acting in good faith or for a proper purpose in making the request. The TBOC (i) provides that emails, text messages, and social media information are not considered corporate records unless effectuating a corporate action and (ii) prohibits shareholders of a publicly traded corporation with pending derivative suits or litigation involving the corporation as an adversarial party from inspecting corporate records.

The DGCL provides safe harbor procedures for acts or transactions involving directors, officers, controlling stockholders and members of a control group, including those in which those persons may have unique interests. If one of the applicable statutory safe harbors is satisfied, the act or transaction at issue may not be the subject of equitable relief or give rise to an award of damages. The DGCL provides that certain acts or transactions involving interested directors or officers will be protected if the act or transaction is (i) approved or recommended by a majority of disinterested directors then serving on the board (provided that a majority of all of the directors then serving are disinterested directors) or by a committee consisting of at least two directors, each of whom is a disinterested director, in either case acting in good faith, without gross negligence and with knowledge as to the material facts, (ii) approved or ratified by an informed, uncoerced, affirmative vote of a majority of the votes cast by the disinterested stockholders entitled to vote thereon, or (iii) fair to the corporation and its stockholders.

The DGCL provides that a controlling stockholder transaction that does not constitute a “going private transition” may be entitled to the statutory safe harbor protection if it is (i) approved or recommended by a majority of the directors serving on a fully empowered committee of two or more directors, each of whom is a disinterested director, acting in good faith, without gross negligence and with knowledge of the material facts, (ii) approved or ratified by the informed and uncoerced vote of a majority of the votes cast by the disinterested stockholders entitled to vote thereon and is conditioned on such

approval or ratification at or prior to the time it is submitted to stockholders, or (iii) fair to the corporation and its stockholders. A controlling stockholder transaction that constitutes a “going private transaction” may be entitled to the statutory safe harbor protection if items (i) and (ii) of the foregoing sentence are both obtained or the act or transaction is fair to the corporation and its stockholders.

The DGCL provides criteria for determining the independence and disinterestedness of directors and stockholders and provides for a rebuttable presumption of independence where directors satisfy exchange rules for independence. The DGCL also provides statutory definitions of what parties constitute a controlling stockholder or control group.

The TBOC provides that an otherwise valid and enforceable contract or transaction between a corporation and (i) one or more directors or officers of the corporation, or one or more affiliates or associates thereof, or (ii) an entity or other organization in which one or more directors or officers of the corporation, or one or more affiliates or associates thereof, is a “managerial official” or has a financial interest, is valid and enforceable, and is not void or voidable, notwithstanding such relationship or interest if any one of the following conditions is satisfied: (a) the material facts as to the applicable relationship or interest and as to the contract or transaction are disclosed to or known by: (1) the corporation’s board of directors or a committee of the board of directors, and the board of directors or committee in good faith authorizes the contract or transaction by the approval of the majority of the disinterested directors or committee members, regardless of whether the disinterested directors or committee members constitute a quorum, or (2) the shareholders entitled to vote on the authorization of the contract or transaction, and the contract or transaction is specifically approved in good faith by a vote of the shareholders, or (b) the contract or transaction is fair to the corporation when the contract or transaction is authorized, approved, or ratified by the board of directors, a committee of the board of directors, or the shareholders. The TBOC expressly provides that if at least one of the above conditions is satisfied, neither the publicly traded corporation nor any of the publicly traded corporation’s shareholders will have a cause of action against any its directors or officers for breach of duty with respect to the making, authorization, or performance of the contract or transaction because the person (i) had an applicable relationship or interest or (ii) was present at, participated in or voted at a meeting of the board of directors or of a committee of the board that authorizes the contract or transaction; or signed, in the person’s capacity as a director or committee member, a unanimous written consent of the directors or committee members to authorize the contract or transaction.

Under the TBOC, a corporation’s board of directors may adopt resolutions that authorize the formation of a committee of independent and disinterested directors to review and approve transactions involving controlling shareholders, directors or officers or for the investigation of a derivative claim and petition a court to make a determination on the independence and disinterestedness of directors on the committee. Future challenges to independence or disinterestedness would require new facts. The DGCL does not contain similar provisions.

Under Delaware law, the corporate opportunity doctrine holds that a corporate officer or director may not generally and unilaterally take a business opportunity for their own if: (i) the corporation is financially able to exploit the opportunity; (ii) the opportunity is within the corporation’s line of business; (iii) the corporation has an interest or expectancy in the opportunity; and (iv) by taking the opportunity for their own, the corporate fiduciary will thereby be placed in a position inimical to his or her duties to the corporation. The DGCL permits a corporation to renounce, in its certificate of incorporation or by action of the board of directors, any interest or expectancy of the corporation in, or being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or stockholders.

Similar to the DGCL, the TBOC permits a corporation to renounce, in its certificate of formation or by action of the board of directors, any interest or expectancy to participate in specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or shareholders.

Under the DGCL, subject to limited exceptions, a stockholder may not institute or maintain a derivative suit unless the plaintiff was a stockholder of the corporation at the time of the transaction of which such stockholder complains or that such stockholder’s stock thereafter devolved upon such stockholder by operation of law, and the plaintiff

maintains such ownership throughout the litigation. A limited number of Delaware corporations may have included an ownership threshold for derivative claims in their bylaws; however, Delaware courts have not opined on the enforceability of these provisions.

Under the TBOC, a shareholder may not institute or maintain a derivative proceeding unless: (i) the shareholder was a shareholder of the corporation at the time of the transaction in question, or became a shareholder by operation of law originating from a person that was a shareholder at the time of the transaction in question; and (ii) the shareholder fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. The TBOC allows corporations with shares of common stock listed on a national securities exchange and corporations with over 500 shareholders that have elected to be governed by Section 21.419 of the TBOC to adopt in their certificate of formation or bylaws an ownership threshold of up to 3% of outstanding shares that must be satisfied before a derivative claim may be initiated.

The Company may in the future elect to adopt ownership requirements on derivate claims in the Texas Bylaws.

The DGCL does not expressly provide for the inclusion of provisions in the certificate of incorporation or bylaws that require stockholders to hold a minimum number of shares of such corporation to submit a proposal on a matter to the stockholders of the Delaware Corporation for approval at a stockholder meeting.

The TBOC permits a “nationally listed corporation” (as defined in the TBOC and described below), in its certificate of formation or its bylaws, to impose stock ownership requirements on shareholders to be eligible to submit a proposal on a matter (other than director nominations and procedural resolutions ancillary to the conduct of a shareholder meeting) to the shareholders of such corporation for approval at a shareholder meeting. If a corporation elects to be governed by the applicable provision of the TBOC, a shareholder or group of shareholders may submit a proposal on a matter for approval at a meeting of shareholders only if such shareholder or group of shareholders holds an amount of shares entitled to vote at such meeting equal to at least $1 million in market value or 3% of the total number of shares to vote at such meeting, has held such amount for a continuous period of at least six months before the date of the meeting, holds such amount throughout the meeting and solicits the holders of shares representing at least 67% of the voting power of shares entitled to vote on the proposal at the shareholder meeting.

A corporation seeking to adopt an amendment imposing such stock ownership requirements for shareholder proposals must provide notice to shareholders of the proposed adoption in any proxy statement provided to shareholders preceding the amendment’s adoption and include in any proxy statement provided to shareholders specific information about the process by which a shareholder or group of shareholders may submit a proposal on a matter requiring shareholder approval, including information for how shareholders may contact other shareholders for the purpose of satisfying the ownership requirements under such amendment.

Under the TBOC, “nationally listed corporation” means a corporation with a class of equity securities registered under Section 12(b) of the Exchange Act, that is admitted to listing on a national securities exchange and either (i) has its principal office in the State of Texas or (ii) is admitted to listing on a stock exchange that (a) has its principal office in the State of Texas and (b) has received approval by the securities commissioner of the State of Texas.

The Company may in the future elect to adopt ownership requirements on shareholder proposals in the Texas Bylaws.

The TBOC prohibits the plain meaning of the statutes under the TBOC from being supplanted, contravened, or modified by the laws or judicial decisions of any other jurisdiction. The DGCL does not contain similar provisions.

Following completion of the Texas Redomestication, in addition to being governed by the Texas Charter, Texas Bylaws and the TBOC, the Company will continue to exist in the form of a Texas corporation. By virtue of the Texas Redomestication, all the rights, privileges and powers of the Delaware Corporation, and all property, real, personal and mixed, and all debts due to the Delaware Corporation, as well as all other things and causes of action belonging to the Delaware Corporation, will remain vested in the Texas Corporation and will be the property of the Texas Corporation. In addition, all debts, liabilities and duties of the Delaware Corporation will remain attached to the Texas Corporation and may be enforced against the Texas Corporation.

The Texas Redomestication will not result in any change in our business, management assets, liabilities or obligations (other than as a result of the transaction costs related to the Texas Redomestication). Similarly, our directors and officers immediately prior to the Texas Redomestication will continue to serve in the same capacity immediately following the completion of the Texas Redomestication. We will also continue to be a remote-first company and not maintain a headquarters.

The Company will continue to be a publicly held company following completion of the Texas Redomestication, and the Texas Corporation Class A Common Stock will continue to be listed on NYSE American and traded under the symbol “EXOD.” The Company will continue to file required periodic reports and other documents with the SEC. There is not expected to be any interruption in the trading of the Texas Corporation Class A Common Stock as a result of the Texas Redomestication. The Company and its shareholders will be in the same respective positions under the federal securities laws after the Texas Redomestication as the Company and its stockholders were prior to the Texas Redomestication.

Stockholders will not have to exchange their existing stock certificates for new share certificates.

Effecting the Texas Redomestication is not expected to have any material accounting implications for the Company.

The following discussion is a summary of certain U.S. federal income tax considerations to U.S. Holders (as defined below) of the Texas Redomestication. The discussion does not purport to be a complete analysis of all potential tax considerations. The considerations of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws, are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury regulations promulgated or proposed thereunder (“Treasury Regulations”), judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. The Company has not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax considerations of the Texas Redomestication.

This discussion is limited to a U.S. Holder that holds the Company stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations relevant to a U.S. Holder’s particular circumstances, including without limitation the effect of the Medicare contribution tax on net investment income, the alternative minimum tax, or the special tax accounting rules under Section 451(b) of the Code. In addition, it does not address considerations relevant to U.S. Holders subject to special rules, such as:

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds the Company stock, the tax treatment of a partner in such partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, a partnership holding Company stock and each partner in such partnership is urged to consult its tax advisor regarding the U.S. federal income tax considerations to it of the Texas Redomestication.

For purpose of this discussion, a “U.S. Holder” is any beneficial owner of the Company stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

This discussion is for informational purposes only and is not tax advice. Each investor is urged to consult its tax advisor with respect to the application of the U.S. federal income tax laws to its particular situation as well as any tax considerations of the Texas Redomestication arising under U.S. federal estate or gift tax laws, the laws of any state, local or non-U.S. taxing jurisdiction or any applicable income tax treaty.

The Texas Redomestication is intended to qualify as a “reorganization” for U.S. federal income tax purposes pursuant to Section 368(a)(1)(F) of the Code. As a result, a U.S. Holder generally should not recognize gain or loss upon the proposed Texas Redomestication. A U.S. Holder will have the same aggregate basis in its Texas Corporation stock after the Texas Redomestication as such U.S. Holder had in the corresponding Delaware Corporation stock immediately before the Texas Redomestication. A U.S. Holder’s holding period in the Texas Corporation stock immediately after the Texas Redomestication will include such U.S. Holder’s holding period in the corresponding Delaware Corporation stock immediately before the Texas Redomestication. Each U.S. Holder of shares of Company stock acquired on different dates and at different prices is urged to consult its tax advisor regarding the allocation of the tax basis and holding period of such shares.

Assuming the Texas Redomestication qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, each U.S. Holder that receives shares of Delaware Corporation stock in the Texas Redomestication is required to retain permanent records pertaining to the Texas Redomestication and make such records available to any authorized IRS officers and employees. Such records should specifically include information regarding the amount, basis and fair market value of all transferred property, and relevant facts regarding any liabilities assumed or extinguished as part of such reorganization. Each U.S. Holder who owned at least 5% (by vote or value) of the total outstanding stock of the Company or who owned securities in the Company stock with a basis of $1,000,000 or more is required to attach a statement to its tax returns for the year in which the Texas Redomestication is consummated that contains the information listed in Treasury Regulations Section 1.368-3(b). Such statement must include the U.S. Holder’s tax basis in the holder’s Company stock and the fair market value of such stock. Each U.S. Holder is urged to consult with its tax advisor to comply with these rules.

This discussion of U.S. federal income tax considerations of the Texas Redomestication is for general information purposes only and is not intended to be, and should not be construed as, tax advice. Determining the actual tax

considerations of the Texas Redomestication to a holder may be complex and will depend on such holder’s specific situation and on factors that are not within the Company’s knowledge or control. Each holder is urged to consult its tax advisor with respect to the application of U.S. federal income tax laws to its specific situation as well as any tax considerations arising under the U.S. federal estate or gift tax rules or under the laws of any state, local, non-U.S. or other taxing jurisdiction.

There are currently no known pending claims or lawsuits against any of the Company’s directors or officers or Messrs. Richardson and Castagnoli for breach of fiduciary duty related to their service as directors, officers or stockholders of the Company. Nonetheless, as part of its process, the Board considered if redomestication to Texas would convey any non-ratable benefits on any of the Company’s directors or officers or Messrs. Richardson and Castagnoli as stockholders and did not identify any such non-ratable benefits. However, others may allege, and a court could determine, that the Company’s directors and officers or Messrs. Richardson and Castagnoli may be considered to have interests in the Texas Redomestication that are different from, or in addition to, the interests of the Company’s stockholders generally to the extent that it might afford them greater statutory protections or limitations on liability under Texas law for acts in their capacities as directors, officers or stockholders occurring after the Texas Redomestication.

The consummation of the Texas Redomestication requires the filing of Texas Certificate of Conversion and the Texas Charter with the office of the Texas Secretary of State and the Delaware Certificate of Conversion with the Office of the Secretary of State in Delaware. No regulatory or governmental approvals or consents will be required in connection with the Texas Redomestication.

From time to time, the Company may become subject to various legal proceedings and claims that arise in the ordinary course of its business activities. As of the date of this Information Statement, the Company is not currently a party to any claim or litigation, the outcome of which, if determined adversely to it, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

The Texas Redomestication is not being effected to prevent a change in control of the Company, nor is it in response to any present attempt known to the Board to acquire control of the Company or obtain representation on the Board. Moreover, as of October 24, 2025, Messrs. Richardson and Castagnoli together control approximately 92.1% of the voting power of our outstanding Class A Common Stock and Class B Common Stock and, accordingly, have the ability to discourage, delay or prevent any attempt to acquire control of the Company. Nevertheless, certain effects of the Texas Redomestication may be considered to have anti-takeover implications by virtue of our being subject to Texas law following the Texas Redomestication Effective Time.

Holders of Class A Common Stock are not entitled to appraisal rights with respect to the Texas Redomestication.

If the Texas Redomestication is completed, holders of record and beneficial owners of Class B Common Stock who (i) do not consent to or otherwise vote in favor of the Texas Redomestication, (ii) properly demand appraisal of their shares, (iii) continuously hold of record or beneficially own their shares through the Texas Redomestication Effective Time, (iv) otherwise comply with the procedures of Section 262 of the DGCL (“Section 262”) and (v) do not validly withdraw their demands or otherwise lose, forfeit or waive their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares in connection with the Texas Redomestication under Section 262. Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” refer to a record holder of Class B Common Stock, all references in Section 262 and in this summary to “beneficial owner” refer to a person who is the beneficial owner of shares of Class B Common Stock held either in voting trust or by a nominee

on behalf of such person, and all references in Section 262 and in this summary to the word “person” refer to any individual, corporation, partnership, unincorporated association or other entity. As a matter of law, the Consenting Stockholders have waived their appraisal rights by virtue of consenting to the Texas Redomestication.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that our stockholders (or beneficial owners of Class B Common Stock) exercise their appraisal rights under Section 262. HOLDERS OF CLASS B COMMON STOCK (AND BENEFICIAL OWNERS) SHOULD CAREFULLY REVIEW THE FULL TEXT OF SECTION 262 AS WELL AS THE INFORMATION DISCUSSED BELOW.

Under Section 262, if the Texas Redomestication is completed, holders of record and beneficial owners of Class B Common Stock who (i) deliver a written demand for appraisal of such person’s shares of Class B Common Stock to us within 20 days after the date of mailing of this Information Statement; (ii) do not consent to or otherwise vote in favor of the Texas Redomestication, (iii) continuously hold of record or beneficially own such shares on the date of making the demand for appraisal through the Texas Redomestication Effective Time and (iv) otherwise comply with the procedures set forth in Section 262 may be entitled to have their shares of Class B Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the Texas Corporation Class B Common Stock set forth in the Plan of Conversion, for the “fair value” of their shares of Class B Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Texas Redomestication, together with interest, if any, on the amount determined by the Delaware Court of Chancery to be the fair value from the Texas Redomestication Effective Time through the date of payment of the judgment (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid by the converted corporation in the Texas Redomestication to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding) as described further below.

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on the amount determined to be the fair value of the shares subject to appraisal will accrue and compound quarterly from the Texas Redomestication Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the converted corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (y) interest theretofore accrued, unless paid at that time). The converted corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a proposed conversion is approved by written consent without a meeting pursuant to Section 228 of the DGCL, as is the case with the Texas Redomestication, Section 262 requires that either the converting corporation before the effective date of the conversion, or the converted entity within 10 days after such effective date, notify each stockholder of the converting corporation who is entitled to appraisal rights that appraisal rights are available and include in such notice a copy of Section 262 or information directing such stockholder to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. Such notice may, and if given on or after the effective date of the conversion must, also notify the stockholder of the effective date of the conversion. This Information Statement constitutes our notice to the holders of record and beneficial owners of Class B Common Stock that appraisal rights are available in connection with the Texas Redomestication, and the full text of Section 262 is available at the following URL: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the Texas Redomestication, any holder of record or beneficial owner of shares of Class B Common Stock who wishes to exercise appraisal rights, or who wishes to preserve such person’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses appraisal rights will be entitled to receive the Texas Corporation Class B Common Stock described in the Plan of Conversion. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of Class B Common Stock, we believe that if a person is considering exercising such rights, such person should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of Class B Common Stock must do ALL of the following:

As described below, within 120 days after the Texas Redomestication Effective Time, but not thereafter, an appraisal proceeding must be commenced by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all persons entitled to appraisal. The converted corporation is under no obligation, and has no present intention, to file a petition, and stockholders and beneficial owners should not assume that the converted corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Class B Common Stock.

A person wishing to exercise appraisal rights must deliver to us, within 20 days after the date of mailing of this Information Statement, a written demand for the appraisal of such person’s shares of Class B Common Stock. In addition, that person must not consent to or otherwise vote in favor of the Texas Redomestication. Consenting or voting in favor of the Texas Redomestication will constitute a waiver of appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A person exercising appraisal rights must own or hold, as applicable, beneficially or of record, the shares on the date the written demand for appraisal is delivered and must continue to hold or own, as applicable, the shares through the Texas Redomestication Effective Time. Neither withholding consent nor abstaining from voting or failing to vote with respect to the approval of the Texas Redomestication will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. A person’s failure to make the written demand within 20 days after the date of mailing of this Information Statement will constitute a waiver of appraisal rights.

In the case of a written demand for appraisal made by a stockholder of record, the demand must reasonably inform us of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares of Class B Common Stock. In the case of a written demand for appraisal made by a beneficial owner, the demand must reasonably identify the record holder of the shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such shares and a statement that such documentary evidence is a true and correct copy of what it purports to be and provide an address at which such beneficial owner consents to receive notices given by the converted corporation and to be set forth on the verified list (as defined below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Exodus Movement, Inc.

15418 Weir Street, #333

Omaha, NE 68137

Attention: Corporate Secretary

At any time within 60 days after the Texas Redomestication Effective Time, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the terms offered pursuant to the Plan of Conversion, by delivering to us, as the converted corporation, a written withdrawal of the demand for appraisal. Any withdrawal of a demand for appraisal made more than 60 days after the Texas Redomestication Effective Time may only be made with the written approval of the converted corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction (which we refer to as a “reservation”) for any application (as defined below) to the Delaware Court of Chancery; provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the applicable Texas Corporation Class B Common Stock within 60 days after the Texas Redomestication Effective Time. If the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, such person will be entitled to receive only the fair value determined in any such

appraisal proceeding, which value could be less than, equal to or more than the value of the Texas Corporation Class B Common Stock being offered pursuant to the Plan of Conversion.

If the Texas Redomestication is completed, within 10 days after the Texas Redomestication Effective Time, the converted corporation will notify each stockholder who has complied with Section 262 and has not consented to or otherwise voted in favor of the Texas Redomestication and each beneficial owner who has submitted a demand for appraisal in accordance with Section 262, that the Texas Redomestication has become effective and the effective date thereof.

Within 120 days after the Texas Redomestication Effective Time, but not thereafter, the converted corporation or any person who has complied with Section 262 and is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the converted corporation in the case of a petition filed by any person other than the converted corporation, demanding a determination of the fair value of the shares held by all persons entitled to appraisal. The converted corporation is under no obligation, and has no present intention, to file a petition, and stockholders and beneficial owners should not assume that the converted corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Class B Common Stock. Accordingly, any persons who desire to have their shares of Class B Common Stock appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Class B Common Stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the Texas Redomestication Effective Time, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the converted corporation a statement setting forth the aggregate number of shares not voted in favor of the approval of the Texas Redomestication and with respect to which we have received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand for appraisal directly, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of this aggregate number). Such statement must be given within 10 days after receipt by the converted corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by any person other than the converted corporation, service of a copy thereof must be made upon the converted corporation, which will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which we refer to as the “verified list”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery may order the Register in Chancery to give notice of the time and place fixed for the hearing of such petition to the converted corporation and all of the persons shown on the verified list at the addresses stated therein. The costs of any such notice will be borne by the converted corporation.

After notice is provided to the applicable persons as required by the Delaware Court of Chancery, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares and who hold stock represented by stock certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. Accordingly, persons holding stock represented by stock certificates and wishing to seek appraisal of their shares are cautioned to retain their stock certificates pending resolution of the appraisal proceedings. If any person fails to comply with this requirement, the Delaware Court of Chancery may dismiss the proceedings as to such person. Upon application by the converted corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

After the Delaware Court of Chancery determines the persons entitled to appraisal, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Class B Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Texas Redomestication, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Texas Redomestication Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Texas Redomestication Effective Time and the date of payment of the judgment. However, the converted corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the converted corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (x) the difference, if any, between the amount paid by the converted corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery and (y) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery will consider all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings, prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the transaction that “throw any light on future prospects” of the corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation” of the transaction. In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the [transaction] and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the value of the Texas Corporation Class B Common Stock they would receive pursuant to the Texas Redomestication if they did not seek appraisal of their shares. ALTHOUGH WE BELIEVE THAT THE VALUE OF THE TEXAS CORPORATION CLASS B COMMON STOCK TO BE ISSUED IN CONNECTION WITH THE TEXAS REDOMESTICATION IS FAIR, NO REPRESENTATION IS MADE AS TO THE OUTCOME OF THE APPRAISAL OF FAIR VALUE AS DETERMINED BY THE DELAWARE COURT OF CHANCERY, AND STOCKHOLDERS AND BENEFICIAL OWNERS SHOULD RECOGNIZE THAT SUCH AN APPRAISAL COULD RESULT IN A DETERMINATION OF A VALUE HIGHER OR LOWER THAN, OR THE SAME AS, THE VALUE OF THE TEXAS CORPORATION CLASS B COMMON STOCK TO BE ISSUED IN CONNECTION WITH THE TEXAS REDOMESTICATION. We do not anticipate offering more than the applicable shares of Texas Corporation Class B Common Stock in connection with the Texas Redomestication to any persons exercising appraisal rights, and we reserve the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Class B Common Stock is less than the value of the Texas Corporation Class B Common Stock to be issued in connection with the Texas Redomestication. If a petition for appraisal is not timely filed, then the right to an appraisal will cease.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the converted corporation to the persons entitled thereto. Payment will be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such Delaware Court of Chancery may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the verified list who

participated in the proceeding and incurred expenses in connection therewith (which we refer to as an “application”), the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal that were not dismissed pursuant to the terms of Section 262 or subject to an award pursuant to a reservation. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of shares of Class B Common Stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of Class B Common Stock will be deemed to have been converted at the Texas Redomestication Effective Time into shares of Texas Corporation Class B Common Stock in connection with the Texas Redomestication. A person will fail to perfect, or effectively lose, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the Texas Redomestication Effective Time or if the person delivers to the converted corporation a written withdrawal of such person’s demand for appraisal and an acceptance of the applicable shares of Texas Corporation Class B Common Stock in connection with the Texas Redomestication in accordance with Section 262.

From and after the Texas Redomestication Effective Time, no person who has demanded appraisal rights in compliance with Section 262 will be entitled to vote such shares of Class B Common Stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the Texas Redomestication Effective Time).

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of appraisal rights. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

As of the Record Date, we had [ ] holders of record of Class B Common Stock and [ ] shares of Class B Common Stock outstanding.

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of October 24, 2025 for (i) each of our directors and named executive officers on an individual basis and our directors and executive officers on a group basis and (ii) any securityholder who beneficially owns more than 5% of either class of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

The beneficial ownership figures presented in the table below are derived from our stock records. These beneficial ownership percentages were calculated based on 9,855,423 shares of Class A Common Stock and 19,465,219 shares of Class B Common Stock outstanding as of October 24, 2025. The Class A Common Stock beneficial ownership figures do not include the shares of Class A Common Stock that may be issued and outstanding upon conversion of the Class B Common Stock beneficially owned by the Class B stockholders listed in the table below.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Exodus Movement, Inc., 15418 Weir Street, #333, Omaha, NE 68137.

The SEC’s rules permit us to deliver a single Notice and Information Statement to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice and Information Statement to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request to the Company’s Secretary at 15418 Weir Street, #333, Omaha, NE 68137 or by telephone at 833-992-2566, a separate copy of the Notice and Information Statement, to any stockholder at the shared address to which a single Notice and Information Statement was delivered. If you would like to receive separate copies of future proxy materials, future information statements, and/or future Notices of Internet Availability, as applicable, or if you are currently a stockholder sharing an address with another stockholder and wish to receive only one set of future proxy materials, future information statements, and/or future Notices of Internet Availability, as applicable, for your household, contact your bank, broker or other nominee that holds your shares.

Holders of Class A Common Stock and Class B Common Stock are not entitled to appraisal rights with respect to the Charter Amendment.

Holders of Class A Common Stock are not entitled to appraisal rights with respect to the Texas Redomestication. If the Texas Redomestication is completed, holders of record and beneficial owners of Class B Common Stock who (1) do not consent to or otherwise vote in favor of the Texas Redomestication; (2) properly demand appraisal of their shares; (3) continuously hold of record or beneficially own their shares through the Texas Redomestication Effective Time; (4) otherwise comply with the procedures of Section 262 of the DGCL; and (5) do not validly withdraw their demands or otherwise lose, forfeit or waive their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares in connection with the Texas Redomestication under Section 262 of the DGCL. As a matter of law, the Consenting Stockholders have waived their appraisal rights by virtue of consenting to the Texas Redomestication. See “Action 2 – Texas Redomestication—Appraisal Rights” above for additional information.

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are filed with the SEC. Such reports and other information filed by the Company with the SEC are available free of charge at https://www.exodus.com/investors/sec-filings/all-sec-filings when such reports are available on the SEC’s website. The Company periodically provides certain information for investors on its corporate website, https://www.exodus.com, and its investor relations website, https://www.exodus.com/investors.

 

[ ]

James Gernetzke

Chief Financial Officer and Secretary

[   ], 2025

“Notwithstanding anything to the contrary herein, holders of Class B Common Stock shall be deemed to have been treated equally, identically and ratably, on a per share basis, with respect to any Distribution paid or distributed by the Company to the holders of Class A Common Stock and not to the holders of Class B Common Stock if such Distribution has been approved by the Board of Directors.”

* * *

with such changes in the context of those bylaws as are necessary to substitute the committee or subcommittee and its members for the Board and its members. However:

Exodus Movement, Inc., a corporation existing under the laws of the State of Delaware (the “Company”), hereby certifies that:

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