CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of April 15, 2026 (the “Effective Date”), is made by and among 2025 Acquisition Company, LLC, a Delaware limited liability company (the “Company”), and each of the parties listed on Schedule A hereto (collectively, the “Contributors” and each a “Contributor”).

RECITALS

WHEREAS, the Company, Bravo Merger Sub, Inc., a Maryland corporation (“Merger Sub”) and Forian, Inc., a Maryland corporation (“Forian”), entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) on April 2, 2026, pursuant to which the Company and Merger Sub has commenced a tender offer for all issued and outstanding shares of Forian and, upon the satisfaction of certain conditions in the Merger Agreement, effect a merger of Merger Sub and Forian resulting in the surviving entity being a wholly-owned subsidiary of the Company (collectively, the “Transactions”);

WHEREAS, each Contributor is a shareholder of Forian Inc., a Maryland corporation (the “Corporation”), and holds that number of shares of common stock of the Corporation set forth next to such Contributor’s name on Schedule A hereto (the “Shares”);

WHEREAS, in connection with the Transactions, each Contributor desires to contribute all of its Shares to the Company (the “Contribution”) in exchange for an equivalent number of units of membership interests of the Company; and

WHEREAS, the parties hereto intend that for U.S. federal and applicable state and local income tax purposes, the Contribution, together with the election by the Company to be treated as a corporation for all U.S. federal and applicable state and local income tax purposes and Forian’s conversion to a limited liability company following the closing of the merger, will constitute a tax-deferred reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations and promises herein contained, the parties agree as follows:

AGREEMENT

1.              Contribution of Shares. Upon the terms set forth herein, each Contributor hereby contributes, transfers, and assigns to the Company, and the Company hereby accepts and assumes from each Contributor, all of such Contributor’s right, title and interest in and to all of the Shares, free and clear of all encumbrances.

2.              Consideration for the Shares. In exchange for the Shares contributed by each Contributor to the Company, the Company hereby issues to such Contributor an equivalent number of common units of membership interests of the Company (the “Company Interests”) as reflected on Schedule A hereto.

3.              Closing.

  

 

(a)            The consummation of the transactions contemplated hereby (the “Closing”), including the Contribution and the issuance of the Company Interests, shall take place by electronic transmittal of executed documents on the date hereof (the “Closing Date”). The Closing shall be contingent upon and shall be deemed to occur immediately prior to the closing of the Merger (pursuant to and as defined in the Merger Agreement.

(b)           At the Closing, each Contributor shall deliver to the Company (i) the Shares, and (ii) a duly executed counterpart to the Limited Liability Company Agreement of the Company in substantially the form attached hereto as Schedule B (the “LLCA”).

(c)            At the Closing, the Company shall deliver to each Contributor (i) the Company Interests, and (ii) a duly executed counterpart to the LLCA.

4.              Tax Treatment. For U.S. federal and applicable state and local income tax purposes, the parties hereto intend that the Contribution, together with the election by the Company to be treated as a corporation for all U.S. federal and applicable state and local income tax purposes and Forian’s conversion to a limited liability company following the closing of the merger, qualifies as a reorganization under the provisions of Section 368(a)(1)(F) of the Code, and the parties intend, by executing this Agreement, to adopt a “plan of reorganization” within the meaning of Section 368(a) of the Code and Treasury Regulation Sections 1.368-2(g) and 1.368-3. No party hereto shall (or permit any of its affiliates to) take a position on any tax return or in connection with any audit, examination judicial or administrative proceeding, in each case, which is inconsistent with the intended tax treatment described in this Section 4, unless otherwise required pursuant to a “determination,” within the meaning of Section 1313 of the Code.

5.              Company Representations and Warranties. The Company represents and warrants to each Contributor that the following statements are true and correct:

(a)            The execution, delivery and performance of this Agreement by it does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which it is a party or by which it is bound.

(b)           On the execution and delivery of this Agreement by the other parties hereto, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws of general application limiting the enforcement of creditors rights generally and to the fact that equitable remedies, including injunctive relief and specific performance, are discretionary and may not be ordered in respect of certain defaults.

(c)            All limited liability company action required to be taken by the Company in order to authorize the Company to enter into this Agreement and issue the Company Interests has been taken.

(d)           The Company Interests, when issued and delivered under this Agreement will be validly issued and free and clear of any liens, security interests, or other encumbrances other than restrictions on transfer under applicable securities laws and the LLCA.

  

 

(e)            As of immediately after giving effect to the Contribution and the issuance of the Company Interests as contemplated herein (and any other subscriptions for and issuances of Company Interests that are occurring concurrently to the execution of this Agreement, pursuant to the Commitment Letter, dated as of April 2, 2026, by and between the Company and certain Contributors and any related subscription agreements executed concurrently with this Agreement), the authorized equity interests of the Company will consist of 30,000,000 units of membership interests, 21,991,929 units of which will be issued and outstanding.

6.              Representations and Warranties of Each Contributor. Each Contributor represents and warrants to the Company on a several, and not joint, basis that the following statements are true and correct:

(a)            Each Contributor is either (i) a natural person or (ii) an entity that is duly organized, validly existing and in good standing under the respective laws of their state of incorporation or formation.

(b)           Each Contributor has all requisite power and authority (i) to execute and deliver this Agreement and any agreement ancillary to which it will be a party and (ii) to carry out and perform its obligations under the Agreement.

(c)            All actions required to be taken by each Contributor and their respective managers, directors, stockholders, members or trustees in order to authorize the execution and delivery of the Agreement and the performance of all obligations of such Contributor under the Agreement have been taken. The Agreement, when executed and delivered by such Contributor, shall constitute valid and legally binding obligations of such Contributor, enforceable against such Contributor in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(d)           There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to such Contributor’s knowledge, currently threatened in writing that questions the validity of the Agreement or the right of such Contributor to enter into it, or to consummate the transactions contemplated by the Agreement.

(e)            Each Contributor is the sole record and beneficial owner of its Shares, free and clear of all encumbrances. At the Effective Date of this Agreement, good and valid title to such Shares will pass to Company, free and clear of any encumbrances.

(f)            The Company Interests to be acquired by each Contributor will be acquired for investment for such Contributor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Contributor has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Contributor has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Company Interests with the Company’s management. Each Contributor understands that the Company Interests have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of each Contributor’s representations as expressed herein.

  

 

Each Contributor understands that the Company Interests are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, each Contributor must hold the Company Interests indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each Contributor acknowledges that the Company has no obligation to register or qualify the Company Interests. Each Contributor understands that no public market now exists for the Company Interests, and that the Company has made no assurances that a public market will ever exist for the Company Interests. Each Contributor is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

7.              Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof.

8.              Assignment. This Agreement and the rights and obligations hereunder may be transferred by a party only upon the prior written consent of the other party.

9.              Further Assurances. Concurrently with and from time to time after the execution of this Agreement, the parties hereto shall execute and deliver such documents as may be necessary from time to time to effectuate the consummation of the transactions contemplated by this Agreement.

10.           Entire Agreement; Amendments. This Agreement constitutes the entire agreement and understanding among the parties pertaining to the subject matter hereof and supersede any and all prior agreements, whether written or oral, relating hereto. This Agreement may not be modified, amended, or otherwise changed in any manner, except by a writing executed by all of the parties hereto.

11.           Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware of the United States of America without regard to any conflict of law principles.

12.           Venue. The parties expressly agree that the sole and exclusive venue for any action arising under this Agreement shall be a federal or state court sitting in the State of Delaware (collectively, the “Courts”). The parties irrevocably submit to the sole and exclusive jurisdiction in the Courts for purposes of any action, suit or other proceeding relating to or arising out of this Agreement, and waive and agree to waive any challenge to litigating any such action in such Courts on the basis that the venue is improper.

13.           Counterparts. This Agreement and any amendments hereto may be executed and delivered (including by facsimile or other electronic transmission) in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Contribution Agreement to be executed as of the date first above written.

 

 

  THE COMPANY:  
     
  2025 ACQUISTION COMPANY, LLC  
     
  By: /s/ Max C. Wygod  
  Name: Max C. Wygod  
  Title: Chief Executive Officer  

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Max C. Wygod  
  Name: Max C. Wygod  

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Emily Bushnell  
  Name: Emily Bushnell  

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV  
     
     
  By:  /s/ Max C. Wygod  
  Name: Max C. Wygod  
  Title: Co-Trustee  

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  ADMINISTRATIVE TRUST U/ WYGOD FAMILY RV  
     
     
  By:  /s/ Emily Bushnell  
  Name: Emily Bushnell  
  Title: Co-Trustee  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  WYGOD FAMILY REV LT U/T/A  
     
     
  By:  /s/ Max C. Wygod  
  Name: Max C. Wygod  
  Title: Co-Trustee  

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  WYGOD FAMILY REV LT U/T/A  
     
     
  By:  /s/ Emily Bushnell  
  Name: Emily Bushnell  
  Title: Co-Trustee  

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  MAX C. WYGOD FAMILY DYNASTY TRUST  
     
     
  By:  /s/ Anthony Vuolo  
  Name: Anthony Vuolo  
  Title: Trustee  

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Anthony Vuolo  
  Name: Anthony Vuolo  

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Larry N. Feinberg  
  Name: Larry N. Feinberg  

 

 

 

 

 

 

 

 

 

 

 

 

  

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  CONTRIBUTOR:  
     
  THE FEINBERG FAMILY FOUNDATION  
     
     
  By:  /s/ Larry N. Feinberg  
  Name: Larry N. Feinberg  
  Title: CIO  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  ORACLE INVESTMENT MANAGEMENT, INC.  
     
     
  By:  /s/ Larry N. Feinberg  
  Name: Larry N. Feinberg  
  Title: President  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  THE FEINBERG FAMILY TRUST  
     
     
  By:  /s/ Adam Usdan  
  Name: Adam Usdan  
  Title: Trustee  

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Adam H. Dublin  
  Name: Adam H. Dublin  

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  ADAM H. DUBLIN 2019 FAMILY TRUST  
     
     
  By:  /s/ Phyllis Dublin  
  Name: Phyllis Dublin  
  Title: Co-Trustee  

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Carl Berg  
  Name: Carl Berg  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  RACHEL BERG GST EXEMPT 2012 TRUST  
     
     
  By:  /s/ Carl Berg  
  Name: Carl Berg  
  Title: Trustee  

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  Rachel Berg  
     
     
  By:  /s/ Carl Berg  
  Name: Carl Berg  
  Title: Authorized Signatory  

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  Eric Berg  
     
     
  By:  /s/ Carl Berg  
  Name: Carl Berg  
  Title: Authorized Signatory  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  Adam Berg  
     
     
  By:  /s/ Carl Berg  
  Name: Carl Berg  
  Title: Authorized Signatory  

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  Emma Berg  
     
     
  By:  /s/ Carl Berg  
  Name: Carl Berg  
  Title: Authorized Signatory  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  Alexander Berg  
     
     
  By:  /s/ Carl Berg  
  Name: Carl Berg  
  Title: Authorized Signatory  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  MARBLE LANE PARTNERS I, LLC  
     
     
  By:  /s/ David Mehlman  
  Name: David Mehlman  
  Title: Managing Member  

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Michael Sawyer  
  Name: Michael Sawyer  

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  NELL AND JANE CAMERON 2006 TRUST  
     
     
  By:  /s/ Keri Cameron  
  Name: Keri Cameron  
  Title: Trustee  

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  360 Ventures, LLC  
     
     
  By:  /s/ Shahir Kassam-Adams  
  Name: Shahir Kassam-Adams  
  Title: General Manager  

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Charles Mele  
  Name: Charles Mele  

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
     
  By:  /s/ Michael Glick  
  Name: Michael Glick  
     
     
  By:  /s/ Sharon Glick  
  Name: Sharon Glick  

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  MILK TOWN PARTNERS LLC  
     
     
  By:  /s/ Thomas J. Coleman  
  Name: Thomas J. Coleman  

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  THOMAS J. COLEMAN REVOCABLE TRUST  
     
     
  By:  /s/ Thomas J. Coleman  
  Name: Thomas J. Coleman  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Peter Dublin  
  Name: Peter Dublin  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Todd Dublin  
  Name: Todd Dublin  

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Stephen Rich  
  Name: Stephen Rich  

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Kerry Smith  
  Name: Kerry Smith  

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Bradley Khouri  
  Name: Bradley Khouri  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
     
  By:  /s/ Joe Luter  
  Name: Joe Luter  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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  CONTRIBUTOR:  
     
  THE TRUSTEES OF UNION COLLEGE  
     
     
  By:  /s/ John B. Cozzolino  
  Name: John B. Cozzolino  

 

 

 

 

 

 

 

 

 

 

 

 

 

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Schedule A

 

Shares to be Contributed to the Company

 

 

Name Shares to be Contributed Company Interests to be Received
Max C. Wygod 1,328,927 shares of common stock of Forian Inc. 1,328,927 common units of membership interests of the Company
Emily Bushnell 901,224 shares of common stock of Forian Inc. 901,224 common units of membership interests of the Company
Administrative Trust U/ Wygod Family RV 1,040,899 shares of common stock of Forian Inc. 1,040,899 common units of membership interests of the Company
Wygod Family REVLT U/T/A 1,489,576 shares of common stock of Forian Inc. 1,489,576 common units of membership interests of the Company
Max C. Wygod Family Dynasty Trust 3,645,399 shares of common stock of Forian Inc. 3,645,399  common units of membership interests of the Company
Anthony Vuolo 370,396 shares of common stock of Forian Inc. 370,396 common units of membership interests of the Company
Larry N. Feinberg 281,380 shares of common stock of Forian Inc. 281,380 common units of membership interests of the Company
The Feinberg Family Foundation 7,200 shares of common stock of Forian Inc. 7,200 common units of membership interests of the Company
Oracle Investment Management, Inc. 1,077,527 shares of common stock of Forian Inc. 1,077,527 common units of membership interests of the Company
The Feinberg Family Trust 748,865 shares of common stock of Forian Inc. 748,865 common units of membership interests of the Company

 

  

 

 

Adam H. Dublin 2,505,533 shares of common stock of Forian Inc. 2,505,533 common units of membership interests of the Company
Adam H. Dublin 2019 Family Trust 1,831,526 shares of common stock of Forian Inc. 1,831,526 common units of membership interests of the Company
Edward Francis Spaniel Jr. 688,965 shares of common stock of Forian Inc. 688,965 common units of membership interests of the Company
Carl Berg 597,000 shares of common stock of Forian Inc. 597,000 common units of membership interests of the Company
Carl Berg and Rachel Berg 525,000 shares of common stock of Forian Inc. 525,000 common units of membership interests of the Company
Rachel Berg GST Exempt 2012 Trust 237,578 shares of common stock of Forian Inc. 237,578 common units of membership interests of the Company
Rachel Berg 52,000 shares of common stock of Forian Inc. 52,000 common units of membership interests of the Company
Eric Berg 32,300 shares of common stock of Forian Inc. 32,300 common units of membership interests of the Company
Adam Berg 30,300 shares of common stock of Forian Inc. 30,300 common units of membership interests of the Company
Emma Berg 36,700 shares of common stock of Forian Inc. 36,700 common units of membership interests of the Company
Alexander Berg 30,000 shares of common stock of Forian Inc. 30,000 common units of membership interests of the Company
Marble Lane Partners I, LLC 1,472,984 shares of common stock of Forian Inc. 1,472,984 common units of membership interests of the Company
Michael Sawyer 717,699 shares of common stock of Forian Inc. 717,699 common units of membership interests of the Company

 

  

 

 

Nell and Jane Cameron 2006 Trust 618,908 shares of common stock of Forian Inc. 618,908 common units of membership interests of the Company
360 Ventures, LLC 202,434 shares of common stock of Forian Inc. 202,434 common units of membership interests of the Company
Charles Mele 103,911 shares of common stock of Forian Inc. 103,911 common units of membership interests of the Company
Michael Glick and Sharon Glick 80,154 shares of common stock of Forian Inc. 80,154 common units of membership interests of the Company
Milk Town Partners LLC 237,578 shares of common stock of Forian Inc. 237,578 common units of membership interests of the Company
Thomas J. Coleman Revocable Trust 670,900 shares of common stock of Forian Inc. 670,900 common units of membership interests of the Company
Peter Dublin 23,757 shares of common stock of Forian Inc. 23,757 common units of membership interests of the Company
Todd Dublin 11,000 shares of common stock of Forian Inc. 11,000 common units of membership interests of the Company
Stephen Rich 100,293 shares of common stock of Forian Inc. 100,293 common units of membership interests of the Company
Kerry Smith 47,516 shares of common stock of Forian Inc. 47,516 common units of membership interests of the Company
Bradley Khouri 22,500 shares of common stock of Forian Inc. 22,500 common units of membership interests of the Company
Joe Louter 24,000 shares of common stock of Forian Inc. 24,000 common units of membership interests of the Company
The Trustees of Union College 200,000 shares of common stock of Forian Inc. 200,000 common units of membership interests of the Company

 

 

  

 

 

 

  TOTAL 21,991,929 shares of common stock of Forian Inc. 21,991,929 common units of membership interests of the Company
       
       
     
       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

Schedule B

 

Limited Liability Company Agreement of the Company