NOTE 9             RELATED PARTY TRANSACTIONS

Galaxy Services Agreement

The Company had a services agreement (the “Services Agreement”) with Galaxy Digital LP (“Galaxy”), pursuant to which the Company engaged Galaxy to provide certain operational, financial and human resources services to assist with the inception of its new digital assets treasury business. Galaxy did not provide any (i) tax advice or services, (ii) legal advice or services, or (iii) advice in connection with the Investment Company Act of 1940, as amended, or any related analyses thereto.

As compensation for its services from September 2025 through March 2026, we paid Galaxy fees of approximately $583,000 per month. In March, the Company and Galaxy agreed to extend the Services Agreement through June 10, 2026 and to reduce the monthly fees to $100,000 per month, at which point it expired according to its terms. During the three and nine months ended June 30, 2026, the Company incurred fees of $233,000 and $3,390,000, respectively, under the Services Agreement, which were recorded as a component of general and administrative expenses - related party on the condensed consolidated financial statements. Amounts due to Galaxy under this agreement totaled $133,000 and $389,000 at June 30, 2026 and September 30, 2025, respectively, which were recorded as a component of accounts payable - related party on the condensed consolidated financial statements.

Galaxy Asset Management Agreement

The Company has an asset management agreement (the “Asset Management Agreement”) with Galaxy Digital Capital Management LP, an SEC-registered investment adviser (the “Asset Manager”), pursuant to which the Company appointed the Asset Manager to provide discretionary investment management services with respect to all of the Company’s cash, cash equivalents, stablecoins, cryptocurrency and other investible assets (excluding (i) publicly-traded equities acquired pursuant to mergers, acquisitions, combinations or other similar transactions pursuant to which the Company acquires or otherwise combines or merges with another publicly-traded digital asset treasury company, (ii) privately offered equity securities and (iii) non-publicly traded convertible debt instruments). Title to the account and all account assets will be held in our name. The Asset Manager is not authorized to act as custodian of our assets, nor to take possession or title to any assets.

As compensation for the Asset Manager’s services, we pay management fees of 0.6% per annum of the value of the Account Assets (as defined in the Asset Management Agreement). In addition, the Asset Manager is authorized to appoint an affiliate to stake some or all of the SOL purchased for, maintained in the account, or otherwise owned or controlled by the Company. Such Asset Manager affiliate will be entitled to mutually agreed upon staking-based fees, subject to certain parameters according to a schedule set forth in the Asset Management Agreement. The Asset Manager is otherwise responsible for all of its overhead costs and the custody fees of any custodian selected by the Asset Manager, and the Company will pay or reimburse the Asset Manager for all reasonable and documented expenses related to the operation of the account.

The Asset Management Agreement expires in September 2028 and renews for successive one-year renewal periods unless the Company or the Asset Manager terminates or elects not to continue effectiveness of the Asset Management Agreement. The Asset Management Agreement may be terminated by either party without cause after the initial term or any subsequent renewal period upon 90 days’ prior written notice before the expiration of such term.

During the three and nine months ended June 30, 2026, the Company incurred fees of $792,000 and $3,557,000, respectively, related to the Asset Management Agreement, which were recorded on the condensed consolidated financial statements as a component of general and administrative expenses - related party. Amounts due to the Asset Manager under this agreement totaled $216,000 and $535,000 at June 30, 2026 and September 30, 2025, respectively, which were recorded as a component of accounts payable - related party on the condensed consolidated financial statements.

Digital Asset Loan Receivable from Galaxy

In November 2025, the Company and Galaxy Digital LLC (“Borrower”) entered into a loan agreement whereby the Company loaned 250,000 SOL to the Borrower. This loan bore interest at an annual rate of 8% and remained outstanding until repayment was requested by the Company. The loan receivable was shown as Loan receivable-digital assets-related party on the condensed consolidated balance sheet and the related interest income is shown as interest income-related party on the condensed consolidated statement of operations. This loan was repaid in January 2026.

Digital Assets Receivable

In connection with the operation of its validator, the Company and the Asset Manager share certain staking rewards earned. The Company’s share, which is due from Galaxy, is shown as Digital assets receivable – related party on the condensed consolidated financial statements.

Master Digital Currency Loan Agreement with Galaxy

In February 2026, the Company entered into a Master Digital Currency Loan Agreement (the “Loan Agreement”) with Galaxy Digital LLC (“Galaxy LLC”), under which the Company may borrow digital assets and/or U.S. dollars from Galaxy LLC pursuant to individual loan term sheets (each, a “Loan”). The Loan Agreement establishes the general terms governing such loans, including procedures for loan requests, collateral requirements, borrow fees, callable and term loan structures, margin call and refund provisions, and rehypothecation rights, subject to mutual consent.

In connection with the Loan Agreement, through June 30, 2026, the Company executed Loans in an aggregate amount of $112,500,000, which included the refinancing of a $7,500,000 Loan into a Loan with a shorter maturity. Aggregate borrowings of $105,000,000 remained outstanding at June 30, 2026, and are included in Loans payable – related party on the condensed consolidated balance sheet. At June 30, 2026, these Loans had a weighted average annual interest rate of 2.6% and maturity dates ranging from 7 days to one year, with $87,500,000 of these Loans having evergreen provisions allowing them to remain outstanding until repayment is requested by Galaxy LLC per the terms of the Loan Agreement. Amounts due to Galaxy for interest under these borrowings totaled $203,000 at June 30, 2026, which were recorded as a component of accounts payable - related party on the condensed consolidated financial statements.

At June 30, 2026, these Loans were secured by approximately 3,144,000 units of the Company’s SOL and/or fwdSOL, which Galaxy LLC had the right to sell, pledge or rehypothecate per the terms of the Loan Agreement. This portion of the Company’s fwdSOL is presented as a component of Digital assets pledged as collateral with related party on the condensed consolidated financial statements.

In July 2026, the Company executed additional Loans in an aggregate amount of $15,000,000. These additional Loans have an interest rate of 2.5% and evergreen provisions allowing them to remain outstanding until repayment is requested by Galaxy LLC per the terms of the Loan Agreement.

SOL Option Contracts

During the three and nine months ended June 30, 2026, the Company entered into OTC European-style option contracts referencing the price of SOL, some of which were with Galaxy Trading Mercury LLC, a related party. Under these contracts, the Company acted as the writer or seller of call and put options and received or paid upfront premiums at inception. The contracts were governed by an ISDA Master Agreement and related Credit Support Annex, which required the Company to post collateral to secure its obligations. Additional information regarding derivative instruments is provided in Note 12.

Galaxy Securities LLC Shares Repurchase Agreements

In connection with its share repurchase program (see Note 7) the Company paid $32,000 and $89,000 in fees to Galaxy Securities LLC as its agent during the three and nine months ended June 30, 2026, which were recorded as a component of Treasury Stock.

Multicoin Share Repurchase

In September 2025, in connection with our private placement transaction, Multicoin invested $114,040,000 for 6,164,000 shares of the Company’s common stock. At the time of the private placement transaction, Kyle Samani was a managing director of Multicoin and was appointed to the board of directors of the Company. In March 2026, the Company’s shareholders elected Mr. Samani to the board of directors of the Company. In March 2026, the Company repurchased these 6,164,000 shares from Multicoin for $27,370,000 (See Note 7).

Buying Agency and Supply Agreement

The Company had a Buying Agency and Supply Agreement (the “Supply Agreement”) with Forward China. The Supply Agreement provided that, upon the terms and subject to the conditions set forth therein, Forward China would act as the Company’s exclusive buying agent and supplier of Products (as defined in the Supply Agreement) in the Asia-Pacific region. The Company purchased products at Forward China’s cost and paid Forward China a monthly service fee for sourcing such products. This sourcing agreement was terminated in May 2025 in connection with the sale of the OEM segment. See Note 3.

In connection with the sale of the OEM segment, effective May 16, 2025, the Company and Terence Wise, who served as the Chief Executive Officer of the Company, the Chairman of the Board of Directors, and a director, entered into a Separation Agreement pursuant to which, Mr. Wise resigned from all of these positions with the Company.

Terence Wise, former Chief Executive Officer and Chairman of the Company, was the owner of Forward China and beneficially owned more than 5% of the Company’s common stock prior to our September 2025 financing. In addition, Jenny P. Yu, a Managing Director of Forward China, beneficially owned more than 5% of the Company’s common stock prior to our September 2025 financing. The Company recorded service fees to Forward China of $39,000 and $331,000 during the three and nine months ended June 30, 2025, which were included as a component of cost of sales upon sales of the related products. Due to the OEM Plan, these costs are now included in income from discontinued operations for the three and nine months ended June 30, 2025. The Company had purchases from Forward China of approximately $480,000 and $4,040,000 during the three and nine months ended June 30, 2025, respectively.

In order to preserve the Company’s liquidity, in November 2023, the Company and Forward China entered into an agreement whereby Forward China agreed to limit the amount of outstanding payables it would seek to collect from the Company to $500,000 in any 12-month period, which the Company agreed to pay within 30 days of any such request. This agreement pertained only to payables that were outstanding on October 30, 2023, of approximately $7,365,000. Purchases from Forward China made after October 30, 2023, were not covered by this agreement and were expected to be paid according to normal payment terms. In connection with the sale of the OEM segment in May 2025 (see Note 3), this agreement was terminated and all amounts due there under extinguished.

Accounts Payable Conversion Agreements

In order to maintain compliance with Nasdaq’s listing standards, in Fiscal 2024 and Fiscal 2025, the Company entered into four separate agreements with Forward China (the “Conversion Agreements”), pursuant to which Forward China agreed to convert an aggregate $4,925,000 of amounts due to Forward China into shares of preferred stock. Under the terms of the Conversion Agreements, in Fiscal 2025 and Fiscal 2024, respectively, Forward China agreed to convert $2,725,000 and $2,200,000, respectively, of amounts due to Forward China into 2,725 shares and 2,200 shares, respectively, of the Company’s Series A-1 Convertible Preferred Stock. In August and September of 2025, all 4,925 outstanding shares of the Series A-1 were converted into 656,666 shares of the Company’s common stock.

Promissory Note

On January 18, 2018, the Company issued a $1,600,000 unsecured promissory note payable to Forward China to fund the acquisition of IPS. The promissory note bore an interest rate of 8% per annum and had an original maturity date of January 18, 2019. Monthly interest payments commenced on February 18, 2018, with the principal due at maturity. The Company incurred and paid interest associated with this note of $12,000 and $36,000 in the three and nine months ended June 30, 2025, respectively. The Company fully paid off this note in September 2025.