HYPERION DEFI, INC. Commitments Disclosure

Note 11 – Commitments and Contingencies

Hype Asset Use Service Agreement

The Company entered its first HYPE Asset Use Service Agreement (a “HAUS Agreement”) on September 12, 2025 with Credo Cayman. The Company linked 100,000 of its owned and staked HYPE tokens to the trading wallet of Credo Cayman, allowing Credo Cayman to receive reduced trading fees on the Hyperliquid decentralized exchange, and entitling the Company to earn a portion of those fee savings as income, plus 100% of staking rewards. These tokens are presented as “Digital assets” on the Balance Sheets and “HYPE digital assets” (see Note 7), with a fair value of $2,543,100 as of December 31, 2025. The HAUS agreement has an initial term of 26 weeks and is automatically renewable for successive 4-week periods unless terminated with 14 days’ notice. The agreement with Credo Cayman was terminated in January 2026.

On October 28, 2025, the Company entered into a HAUS Agreement with Felix Foundation (“Felix”) to support the deployment of a perpetual futures market on the Hyperliquid protocol. Under the agreement, the Company allocated 500,000 HYPE tokens to a multi-signature wallet controlled jointly by Hyperion DeFi and Felix. These tokens are presented as “Digital assets” on the Balance Sheets and “HYPE digital assets” (see Note 7), with a fair value of $12,715,500 as of December 31, 2025. These tokens will be staked to satisfy the HIP-3 deployment requirements for launching a perpetual futures market (“HIP-3 Market”). The Company will retain full ownership of the allocated HYPE tokens, and Felix is prohibited from transferring, encumbering, or otherwise alienating the allocated HYPE tokens. Further, under the agreement, the Company will receive a share of HIP-3 Market revenues based on trading volume tiers, plus 100% of staking rewards. The agreement has an initial term of 52 weeks and is automatically renewable for successive 26-week periods unless terminated with 30 days’ notice; in addition, the Company may terminate the agreement for any reason upon 90 days’ prior written notice.

On November 19, 2025, the Company entered into a Temporary Use Agreement with Native Markets, Inc., for 300,000 HYPE tokens. Under this agreement, 300,000 of the Company’s HYPE tokens are staked at a deployer address to meet certain requirements of the Hyperliquid blockchain which unlocks more favorable economics for the USDH stablecoin. In return, the Company receives a fee for the use of its tokens by Native Markets, Inc., and the Company is entitled to receive all staking rewards on the tokens. The Temporary Use Agreement contains a six‑month Initial Term, automatically renewing for successive six-month periods unless either party provides 90 days’ notice of non‑renewal. Upon termination or expiration of the Temporary Use Agreement, Native Markets must immediately return all tokens to the Company. These tokens are presented as digital assets receivables on the Balance Sheets.

Joint Validator Operators’ Agreement

On October 27, 2025, the Company entered into a Joint Validator Operators’ Agreement (the “Joint Validator Agreement”) with Kinetiq and Pier Two, effective retroactively to June 25, 2025. The Joint Validator Agreement formalizes the parties’ collaboration in jointly operating a co-branded validator node (“Kinetiq × Hyperion” or “KxH Node”) on the Hyperliquid Layer-1 blockchain (“Hyperliquid”).

Under the Joint Validator Agreement, Hyperion initiated the validator with 10,000 HYPE and agreed to provide staking capital from its treasury of HYPE tokens, so that the validator enters Hyperliquid’s active set of validators and it is eligible to produce and attest blocks in the Hyperliquid consensus protocol. Hyperion is contractually required to keep 10,000 HYPE tokens at the validator, and these tokens are presented as “Digital assets” on the Balance Sheets and “HYPE digital assets” within Note 7 – Digital Assets, with a fair value of $254,310 as of December 31, 2025. Kinetiq Group will contribute validator operations support, smart contract infrastructure, and stake-routing tooling via its liquid staking protocols, and Pier Two will host and manage the validator infrastructure, including uptime, monitoring and security, and will maintain ISO/IEC 27001 and SOC 2 compliance.

The Joint Validator Agreement outlines shared responsibilities for validator operations, governance, incident response, and performance monitoring. It includes a revenue-sharing arrangement whereby staking commissions and other validator-level rewards are allocated among Hyperion, Kinetiq Group and Pier Two, with specific overrides for referred delegations.

The Joint Validator Agreement is effective for an initial term of one year and will automatically renew annually unless terminated by any party with 90 days’ notice.

Employment Agreements

As of December 31, 2025, the aggregate potential severance pay for the executive officers of the Company is approximately $489,000.

Operating Leases

The Company leases office space in Laguna Hills, California; Reno, Nevada; and New York, New York. An additional lease for a location in Redwood City, California, expired in August 2025. The total security deposits for the existing leases amount to $182,200 and are presented in other assets on the balance sheet. On October 1,2025, the Company entered into a lease assignment agreement for the Reno, Nevada space with a third party. During the year ended December 31, 2024, due to uncertainty associated with the operations, the Company recorded a partial impairment of the Laguna Hills, Reno and New York right-of-use assets and a full impairment of the Redwood City right-of-use asset, in the total amount of $420,000. The Company’s rent expense for all office space amounted to $392,652 and $737,271 for the years ended December 31, 2025 and 2024, respectively.

A summary of the Company’s right-of-use assets and liabilities is as follows:

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Future minimum payments under the Company’s operating lease agreements are as follows:

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Litigations, Claims and Assessments

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.