{"url_path":"/sec/secz/8-k/2026-07-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ** **Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/2094496/0001213900-26-076444-index.html","accession_number":"0001213900-26-076444","cik":"0002094496","ticker":"SECZ","issuer_name":"Securitize Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2094496/0001213900-26-076444-index.html","primary_entity_key":"0002094496","primary_entity_name":"Securitize Corp."},"word_count":505,"has_tables":true,"body_markdown":"**Item 1.01** **Entry into a Material Definitive Agreement.**\n\n** **\n\n**Lock-Up\nAgreements**\n\n** **\n\nIn\nconnection with the Business Combination, Securitize and certain stockholders of Securitize (the “**Lock-Up Parties**”)\nentered into lock-up agreements (each, a “**Lock-Up Agreement**”). The terms of the Lock-Up Agreement are described\nin the Proxy Statement/Prospectus in the section titled “*The Business Combination— Other Transaction Agreements —Lock-Up\nAgreements*” beginning on page 123 of the Proxy Statement/Prospectus. Holders of Securitize Common Stock representing approximately\n38.2% of the total outstanding shares of PubCo Common Stock as of July 7, 2026 are subject to a Lock-Up Agreement. Holders of 35.2%\nof outstanding shares would need to execute Lock-Up Agreements to receive the PubCo Common Stock as merger consideration.\n\n \n\nOn\nJuly 8, 2026, PubCo and Cantor EP Holdings II, LLC (the “**Sponsor**”) entered into a addendum to the Lock-Up Agreements to clarify that the restrictions do not apply to shares of PubCo Common Stock held by Lock-Up Parties as a result of them purchasing CEPT Class A Ordinary Shares in the open\nmarket or in the PIPE financing prior to the Effective Time whereby such shares were exchanged for shares of PubCo Common Stock. The\nterms of the Lock-Up Agreements otherwise remain unchanged and continue to apply in full force and effect.\n\n \n\nThe\nforegoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement,\na copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.\n\n \n\n**Amended\nand Restated Registration Rights Agreement**\n\n** **\n\nOn\nthe Closing Date, PubCo, CEPT, certain persons and entities receiving shares of PubCo Common Stock pursuant to the Merger Agreement and\nthe Sponsor entered into an amended and restated registration rights agreement (the “**Registration Rights Agreement**”).\nThe terms of the Registration Rights Agreement are described in the Proxy Statement/Prospectus in the section titled “*The Business\nCombination— Other Transaction Agreements —Amended and Restated Registration Rights Agreement*” beginning on page\n122 of the Proxy Statement/Prospectus. Following the Closing, holders of approximately 126 million shares of Common Stock will be entitled\nto certain registration rights.\n\n \n\nThe\nforegoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of\nRegistration Rights Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.\n\n \n\n**Indemnification\nAgreements**\n\n** **\n\nOn\nthe Closing Date, PubCo entered into indemnification agreements with each of its directors and executive officers. These indemnification\nagreements require PubCo to indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments,\nfines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as\none of PubCo’s directors or executive officers or any other company or enterprise to which the person provides services at PubCo’s\nrequest.\n\n \n\nThe\nforegoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification\nagreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference."}