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CXApp Inc. issued an aggregate of 10,028,891 shares of common stock to Avondale Capital, LLC under Pre-Paid Purchase #1 dated March 26, 2025, and Pre-Paid Purchase #2 dated August 7, 2025, pursuant to a Securities Purchase Agreement dated March 26, 2025. The shares were issued on multiple dates in February and March 2026 at prices ranging from $0.156793 to $0.199381 per share in reliance on Section 4(a)(2) of the Securities Act.