The Meme Coin is a digital collectible intended solely for personal, non-commercial use in connection with the Dream Bowl XIV event to be held on January 11, 2026. The Meme Coin does not: (a) represent or confer any equity, voting, dividend, profit-sharing, or ownership rights in Datavault® AI or any other entity; (b) provide any right to receive monetary payments, distributions, or appreciation; or (c) create any expectation of profit or reliance on the managerial or entrepreneurial efforts of Datavault® AI or others. The Meme Coin is not designed or intended to function as an investment, currency, or financial product, and it is not being offered, sold, or distributed for fundraising or capital-raising purposes. Use of the Meme Coin is limited to entertainment, event-access, and digital-collectible functions. Any transferability features are provided solely to support personal digital item portability and not to facilitate or imply investment or speculative use.

On November 11, 2025, Datavault® AI announced that its board of directors declared a dividend (“Distribution”) of one Dream Bowl 2026 Meme Coin token (such token, the “Meme Coin”) for each one share of the Datavault® AI’s common stock, par value $0.0001 per share (the “Datavault® AI Common Stock”), held or deemed to be held by certain Datavault® AI equity holders for purposes of the Distribution pursuant to certain contractual rights of the holders of the following equity securities of Datavault® AI, in each case as of the close of business on the Record Date (as defined below):

• (i) Datavault® AI Common Stock (“Record Datavault® AI Common Holders”),
• (ii) certain warrants to purchase Datavault® AI Common Stock that have the right to participate in the Distribution pursuant to their respective terms (such warrants, the “Record Datavault® AI Warrants” and such record holders, the “Record Datavault® AI Warrant Holders”),
• (iii) certain convertible promissory notes of Datavault® AI that have the right to participate in the Distribution pursuant to their respective terms (such notes, the “Record Datavault® AI Notes” and such record holders, the “Record Datavault® AI Note Holders”), and
• (iv) certain equity awards and/or grants that are issued and outstanding as of the Record Date and which were granted under Datavault® AI’s stock option plan, stock incentive plan or other equity incentive plans that have not been exercised or converted and settled (or, in the case of restricted stock awards, that have not yet vested) as of the Record Date that are entitled to participate in the Distribution pursuant to the terms of their respective awards and/or grants (such awards or grants, the “Record Datavault® AI Awards” and such record holders, the “Record Datavault® AI Award Holders” and together with the Record Datavault® AI Common Holders, the Record Datavault® AI Warrant Holders, and the Record Datavault® AI Note Holders, the “Record Datavault® AI Holders”).

The preceding Datavault® AI securities held by the Record Datavault® AI Holders as of the Record Date are collectively referred to herein as the “Datavault® AI Securities”.

Datavault® AI is voluntarily distributing Meme Coins to record holders of common stock of Scilex Holding Company (“Scilex”) as of the Record Date (the “Record Scilex Common Holders”) as a token of its appreciation for Scilex’s relationship with Datavault® AI as a significant stockholder of Datavault® AI, licensing partner and co-sponsor of the Dream Bowl XIV event to be held on January 11, 2026.

The record date for determining the Record Datavault® AI Holders who are entitled to receive Meme Coins was November 25, 2025 (the “Record Date”), subject to the right of the Board of Directors of Datavault® AI (the “Datavault® AI Board”) to change the Record Date to a later date.

The Distribution will be paid beginning on December 24, 2025 (“Payment Date”), subject to the right of the Datavault® AI Board to change the Payment Date to a later date or to revoke the Distribution entirely prior to the Payment Date and your having opened a digital wallet with Datavault® AI and completed an opt-in agreement.

You must set up a digital wallet with Datavault® AI into which Meme Coins can be delivered on or after the Payment Date.

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If you are a Datavault® AI Record Common Holder, then you will receive one Meme Coin for each one share of Datavault® AI Common Stock held (or underlying the applicable Datavault® AI Securities held) by you as of the close of business on the Record Date.

If you are a Record Datavault® AI Warrant Holder, Record Datavault® AI Note Holder or Record Datavault® AI Award Holder, you will receive one Meme Coin for each one share of Datavault® AI Common Stock underlying the applicable Datavault® AI Securities held by you as of the close of business on the Record Date, as determined pursuant to the terms of the applicable Datavault® AI Security you hold.

If you are a Record Scilex Common Holder, then you will receive one Meme Coin for each one share of Scilex Common Stock held by you as of the close of business on the Record Date.

Execution of the Opt-In Agreement is also a condition to the receipt of the Meme Coins.

By executing an Opt-In Agreement, you are agreeing, among other things, to the payment conditions set forth therein, and acknowledging that you understand the process for receiving the Meme Coins, that the Datavault® AI Board can change the Record Date, Payment Date or revoke the Distribution, and that the Meme Coins may not have or maintain any value.

If you hold your shares in “street name” through a brokerage firm, bank, dealer or other similar organization, then in connection with your execution and delivery of the Opt-In Agreement, (a) Datavault® AI may require additional documentation to verify the number of shares of Scilex Common Stock you hold, including the delivery of a copy of your brokerage statement as of the Record Date (or a full monthly statement for November 2025) or other certification regarding your holdings of Scilex Common Stock as of the Record Date, (b) you will need to authorize Datavault® AI and Alliance Advisors to contact your brokerage firm, bank, dealer or other similar organization for purposes of verifying your holdings, and (c) you will be required to indemnify Datavault® AI and its directors, officers, stockholders, members, partners, employees and agents to the fullest extent permitted by law with respect to certain losses arising in connection with your participation in the Distribution, including any inaccuracy in the number of shares of Datavault® AI Common Stock set forth in your Opt-In Agreement, as more fully described therein.

Datavault® AI urges you to read carefully the Opt-In Agreement prior to making any decision to accept the Meme Coins.