ProCap Financial Inc. – Plans of Reorganization, Merger, Acquisition or Similar Watch

from 8-K 67 pages Certain Identified Information Has Been Excluded From This Exhibit Because It Is Both Not Material and Is the Type That the Registrant Treats as Private or Confidential. Information That Was Omitted Has Been Noted in This Document With a Placeholder Identified by the Mark “[***]”. Portions of This Exhibit Have Been Omitted in Accordance With Item 601(a)(5) of Regulation S-K. the Registrant Undertakes to Furnish a Copy of All Omitted Schedules and Exhibits to the U.S. Securities and Exchange Commission Upon Its Request. the Omitted Schedules and Exhibits Are (I) Not Material and (II) Customarily Treated by the Registrant as Private and Confidential. Agreement and Plan of Merger by and Among ProCap Financial, Inc., CFO Silvia, Inc, Silvia Merger Sub, Inc., the Sellers Party Hereto, and Shain Noor, as Stockholder Representative February 9, 2026